Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2015

ENGAGE MOBILITY, INC.

(Exact name of registrant as specified in its charter)

Florida

333-169802

45-4632256

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

140 Walnut Street

Kansas City, MO 64106

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (407)329-7404

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Stock Purchase Agreement

On April 9, 2015, a Stock Purchase Agreement (“Stock Purchase Agreement”) was entered into by and among Engage International Technology Co. Ltd. (“Engage International”), James S. Byrd, Jr. (“Byrd”) and Douglas S. Hackett (“Hackett”) (collectively, the “Sellers”) who are shareholders of Engage Mobility, Inc. (the “Company”) and the Company, pursuant to which Engage International acquired from the Sellers a total of 16,462,505 shares of the Company’s common stock, representing 75.61% of the Company’s issued and outstanding shares. Pursuant to the Stock Purchase Agreement, a change in control of the Company has occurred.

A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1. All descriptions of the Stock Purchase Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Share Escrow Agreement

On April 9, 2015, a Share Escrow Agreement (“Share Escrow Agreement”) was entered into by and among Engage International, two shareholders of the Company, the Company and Hunter Taubman Weiss LLP (“Escrow Agent”), pursuant to which Engage International has agreed to place stock certificates representing 400,000 shares of the Company’s common stock (the “Escrowed Shares”) out of the shares potentially sold by Hackett under the Stock Purchase Agreement (referenced above) into escrow. The release of the Escrowed Shares are in connection with the event of listing the Company’s securities on the Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange (“NYSE”) within 24 months from the closing date of the stock purchase referenced above (the “Uplisting”). In the event that the Uplisting occurs within said 24 months, the Escrowed Shares shall be deemed, for all purposes, to have been retained by Hackett and not sold to Engage International, thereby reducing the amount of shares purchased from Hackett under the Stock Purchase Agreement by 400,000, without causing retroactive change to the purchase price thereunder. In the event that the Uplisting does not occur within said 24 months, the Escrowed Shares shall be transferred to Engage International with no additional cost.

A copy of the Share Escrow Agreement is filed herewith as Exhibit 10.2. All descriptions of the Share Escrow Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Consulting Contract

On April 9, 2015, the Company entered into a Consulting Contract (the “Consulting Contract”) with Design Labs, LLC (“Design Labs”), pursuant to which Design Labs shall provide consulting service to the Company in the consideration of a monthly fee of $5,000. The term of the Consulting Contract is from April 9, 2015 to December 31, 2015. Douglas S. Hackett, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (please refer to disclosures under Item 5.02 below), is the Managing Director of Design Labs.

A copy of the Consulting Contract is filed herewith as Exhibit 10.3. All descriptions of the Consulting Contract herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

License Agreement

On April 9, 2015, the Company entered into a License Agreement (the “License Agreement”) with Web Services LLC (“Licensee”), pursuant to which the Company granted the Licensee a five-year royalty free license to access, use, exploit and commercialize the Company’s existing mobile technology for business purpose within the territory of the United States. The license is non-exclusive and non-transferrable, and may only be sub-licensed in the ordinary course of business. The license will expire on the fifth anniversary of this License Agreement.

A copy of the License Agreement is filed herewith as Exhibit 10.4. All descriptions of the License Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On April 9, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Engage International Technology Co. Ltd. (“Engage International”) pursuant to which Engage International purchased 1,100,000 shares of the Company’s restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000 (the “Offering”). The issuance of the shares under the Offering was in reliance upon the exemptions from securities registration afforded by Regulation S (“Regulation S”) promulgated under Regulations of the Securities Act of 1933, as amended (the "Securities Act").

The sole purpose and objective of the Offering is to use the proceeds received from the Offering to pay off certain outstanding debt, loan, obligation or liability of the Company in the total amount of approximately $550,000, within three (3) business days of the closing of the Offering.

A copy of the Subscription Agreement is filed herewith as Exhibit 10.5. All descriptions of the Subscription Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

Disclosures regarding the Stock Purchase Agreement under Item 1.01 above and Exhibit 10.1 are incorporated hereunder in their entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Stock Purchase Agreement (referenced above), as a condition to the sale and transfer of the controlling stake of the Company, the existing directors and officers of the Company resigned simultaneously at the closing of the transaction contemplated by the Stock Purchase Agreement. Accordingly, James S. Byrd, Jr. ceased to be Chairman of the Board of Directors of the Company; and Douglas S. Hackett ceased to be President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company; and Eric Fellows ceased to be the Chief Operating Officer of the Company. At the same time, Mr. Hua Zhang was appointed to be the sole director and Chairman of the Board of Directors, as well as the Chief Executive Officer of the Company.

Mr. Zhang, age 66, has over 20-years experience in business management and marketing. Mr. Zhang was the President of Tianli Agritech, Inc. from 2006 to 2010. He established Beijing Fengrong Insurance Brokerage Co., Ltd. In 2010 and served as Chairman of the Board. He also established an investment fund management company in 2011 and served as the Legal Representative and Chairman. He established Shenzhen Engage Mobility Technology Co., Ltd in 2013 and successfully introduced the technology of augmented reality from the U.S. to China. He also contributed in the establishment of a joint venture, Datang Engage Mobility Inc. in 2014. He is Special Adviser to the Marketing Association of Beijing University, and tens of thousands of people across China have been to his lectures about marketing. With his connections in the domestic and international finance industry and profound business experience, he assisted three companies to go public in the United States. Mr. Zhang received a Bachelor degree from Hunan Economic Management University.

Section 9 – Financial Statements and Exhibits

Items 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Share Purchase Agreement dated April 9, 2015
10.2		Share Escrow Agreement dated April 9, 2015
10.3		Consulting Contract dated April 9, 2015
10.4		License Agreement dated April 9, 2015
10.5		Subscription Agreement dated April 9, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Engage Mobility, Inc.

Date: April 10, 2015	By:	/s/ Hua Zhang
		Hua Zhang
		Chief Executive Officer and Chairman

Exhibit 10.1

Form of Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

by and among

ENGAGE INTERNATIONAL TECHNOLOGY CO., LTD.

and

James S. Byrd, Jr.

Douglas S. Hackett

AND

Engage Mobility, Inc.

Dated as of April 9, 2015

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 9, 2015, is made and entered into by and among ENGAGE INTERNATIONAL TECHNOLOGY CO., LTD., a company incorporated under the laws of Hong Kong Special Administrative Region of China (the “Buyer”); james s. Byrd, jr. (“Byrd”) and douglas s. Hackett (“Hackett”) (hereinafter sometimes individually referred to as a “Seller” and collectively as the “Sellers”); and ENGAGE MOBILITY, INC., a Florida corporation (“ENGA” or the “Company”).

WHEREAS, Byrd and Hackett are the record and beneficial owners of 1,600,000 shares and 15,162,505 shares, respectively, of the Company’s Common Stock, which collectively represent approximately 76.99% of the Company outstanding Common Stock; and

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Sellers are willing to sell to the Buyer;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The following terms shall have the following meanings for the purposes of this Agreement.

“Affiliate” means, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“Agreement” means this Stock Purchase Agreement, as it may be amended from time to time.

“Bankruptcy Event” means the occurrence of any of the following: (i) the Company or the Buyer shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, receiver-manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or the Buyer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or the Buyer any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Company or the Buyer any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Company or the Buyer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or the Buyer shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as they become due.

“Business” means selling mobile technology, marketing and data products and services.

“Business Day” shall mean each day of the week, other than Saturday, Sunday or other national holiday on which banks in New York State are not open for business.

“Buyer” shall mean Engage International Technology Co., Ltd., a Hong Kong company.

“Closing” has the meaning set forth in Section 2.2 below.

“Closing Date” has the meaning set forth in Section 2.2 below.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, without par value, of the Company.

“Company” or “ENGA” means Engage Mobility, Inc., a Florida corporation.

“Contract” means any contract, lease, commitment, understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond, right, warrant, instrument, plan, permit or license, whether written or oral, which is intended or purports to be binding and enforceable.

“Dollars” or “$” means United States dollars.

“Fully-Diluted Equity” shall mean, with respect to any Person on any given date, the number or percentage of the outstanding common stock or other equity securities of such Person on such date, after giving effect to (i) the exercise of all outstanding options, warrant or other securities or purchase rights entitling the holder to acquire shares of common stock or other equity securities of such Person, and the (ii) conversion into common stock or other equity securities of such Person of all outstanding notes, debentures, preferred stock or other securities convertible into such common stock or equity securities.

“Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

“Liability” means any liability or obligation, including all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, obligations, Taxes, Liens, losses, expenses, and fees (including court costs and reasonable and documented attorneys’ fees and expenses), but excluding incidental, consequential (including business interruption or lost profits), special, indirect and punitive damages and other similar items. Liabilities shall not be calculated using a “multiplier” of any similar method having a similar effect.

“Lien” means any mortgage, lien (except for any lien for Taxes not yet due and payable), charge, restriction, pledge, security interest, option, lease or sublease, claim, covenant, easement, encroachment or encumbrance.

“Material Adverse Effect” means any event or condition which would have a material adverse effect upon the assets, Liabilities, financial condition or Business of the Company, other than any circumstances, developments or matters (i) any change in economic conditions generally or capital and financial markets generally, including changes in interest or exchange rates, (ii) any change in the industry in which the Business operates or in which products of the Business are used or distributed, provided that such change does not have a disproportionate impact on the Company, or (iii) conditions in jurisdictions in which the Business operates, including hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Parties” shall mean the collective reference to each of the Company, the Buyer and the Sellers.

“Person” means and includes any individual, corporation, limited liability company, partnership, limited partnership, joint stock company, trust, unincorporated organization, joint venture, governmental agency or other entity of whatever nature.

“Seller” or “Sellers” means the individual or collective reference to Byrd and Hackett and their respective heirs, executors, successors and assigns.

“Subject Shares” means that 14,962,505 shares of Common Stock owned by Hackett and 1,500,000 of Common Stock owned by Byrd.

“Subsidiary” means any corporation or other Person more than fifty percent of the capital stock or other equity of which is owned by the Company.

“Taxes” means all taxes, charges, fees, duties, levies or other assessments in the nature of taxes, including, without limitation, income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, license, payroll, unemployment, environmental, customs duties, capital stock, disability, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and interest equalization, windfall profits, severance and employees’ income withholding and Social Security taxes imposed by the United States or any foreign country or by any Governmental Authority, including all applicable penalties and interest, and such term shall include any interest, penalties or additions to tax attributable to such taxes.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means the collective reference to this Agreement, and any and all other certificates, instruments and related documents delivered by the Parties on the Closing Date.

ARTICLE II

PURCHASE AND SALE OF SUBJECT SHARES

2.1 Purchase Price. In consideration for the Subject Shares, the Buyer shall pay to the Sellers, the total sum of Fifty Thousand Dollars ($50,000), which includes a total of Four Thousand Three Hundred and Sixty Seven Dollars and Forty Seven Cents ($4,555.81) to Byrd and a total of Forty Five Thousand Six Hundred and Thirty Two Dollars and Fifty Three Cents ($45,444.19) to Hackett (the “Purchase Price”). The Purchase Price shall be payable on the Closing Date to each of the Sellers. Such Purchase Price shall be payable by wire transfers to separate bank accounts designated by each of the Sellers.

2.2 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at Radisson Martinique on Broadway, 49 W 32nd St, New York, NY 10001, commencing at 10:30 a.m. local time on April 9, 2015 or such other date as the Parties may mutually determine (the “Closing Date”); provided, that without the prior written consent of the Sellers in no event shall the Closing Date occur later than April 15, 2015 (the “Outside Closing Date”).

2.3 Closing Deliveries by Sellers and the Company. On the Closing Date, the Sellers and the Company shall deliver to the Buyer duly executed stock powers and the Subject Shares;

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS

The Company and the Sellers hereby, severally and not jointly, represent and warrant to the Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Schedules hereto. An item disclosed in any Schedule shall be deemed disclosed for purposes of all Schedules.

3.1 Organization, Qualification and Corporate Power. ENGA is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Florida. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Business in which it is engaged and to own and use the properties owned and used by it.

3.2 Authorization of Transaction. Each of ENGA and the Sellers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder and under the other Transaction Documents. This Agreement and the other Transaction Documents to which it or they are a party constitutes the valid and legally binding obligation of each of ENGA and the Sellers, enforceable in accordance with its terms and conditions except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

3.3 Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any material law or other material restriction of any governmental authority to which ENGA or a Seller is subject or any provision of the organizational documents of ENGA, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any third party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any material Contract or other material arrangement to which ENGA is a party or by which it is bound or to which any of its assets are subject, or (c) result in the imposition of any Lien upon any of its assets.

3.4 Subject Shares. The Sellers hold of record and own beneficially all of the Subject Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities Laws), Taxes, Liens, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands. Neither ENGA nor a Seller is a party to any option, warrant, purchase right, or other Contract or commitment that could require the sale, transfer, or other disposition of any Subject Shares (other than this Agreement). Neither ENGA nor a Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Subject Shares.

3.5 Capitalization

(a) The entire authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 21,982,667 shares of Common Stock are issued and outstanding. No shares are held in treasury. All of the Subject Shares are duly authorized, validly issued, fully paid, and nonassessable, and are held of record by the Sellers. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of the Common Stock. There are no outstanding or authorized share appreciation, phantom share, profit participation, or similar rights with respect to the Common Stock. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Common Stock.

(b) The assignments and other instruments of transfer delivered by the Sellers to Buyer at the Closing will be sufficient to transfer the Sellers’ entire interest, legal and beneficial, in the Subject Shares and, upon payment in full of the Purchase Price, the Buyer shall acquire all right, title and interest in and to the Subject Shares.

3.6 Debt, Obligation or Liability. The Company has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Company and the Sellers) arising out of any transaction entered into at or prior to the Closing Date or any act or omission at or prior to the Closing Date, except to the extent set forth on or reserved against on the Company’s Balance Sheet filed with the Securities and Exchange Commission or set forth under Schedule 3.6 herein. Any and all debts, obligations or liabilities with respect to directors and officers of the Company and of the Company will be cancelled and resolved within three (3) business days of the Closing with the proceeds the Company received from the Buyer under a separate Subscription Agreement dated April 9, 2015 (the “Subscription Agreement”) (in the form and substance as set forth in Exhibit A attached hereto). The Company and the Sellers, severally and not jointly, represent and warrant to the Buyer: 1) Schedule 3.6 contains a list of all debts, obligations or liabilities of the Company as of the Closing Date; 2) any debts, obligations or liabilities of the Company incurred before the Closing Date but not listed under Schedule 3.6 shall be the responsibilities of the Sellers; and 3) the proceeds received under the Subscription Agreement are adequate to pay off debts, obligations or liabilities listed under Schedule 3.6 and the Sellers shall be responsible for any remaining debts, obligations or liabilities exceeding the proceeds. The Company has not incurred any liabilities or obligations under agreements entered into, in the usual and ordinary course of business.

3.7 Subsidiaries. The Company has no Subsidiaries, either wholly or partially owned, and the Company holds no any direct or indirect economic, voting or management interest in any Person or owns any securities issued by any Person.

3.8 Legal Compliance. Except where non-compliance would not have a Material Adverse Affect, ENGA has complied with all applicable laws and, to the knowledge of the Sellers and the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company or is contemplated by any legal or regulatory agency of the United States or any state government.

3.9 Tax Matters. Except where non-compliance with any of the following would not have a Material Adverse Effect:

(a) ENGA has duly and timely filed all Tax Returns that it have been required to file for all periods through and including the Closing Date. All such Tax Returns were correct and complete in all material respects. All material Taxes owed by ENGA have been timely paid. To the knowledge of the Sellers, there are no material Liens on any of the assets of ENGA that arose in connection with any failure (or alleged failure) to pay any Tax.

(b) During the preceding three years, none of such Tax Returns has been audited or investigated by the Internal Revenue Service for any taxable year for which the applicable statute of limitations has not expired. To the knowledge of the Sellers, no issues have been raised in any examination by the Internal Revenue Service Authority with respect to the Business of the Company which, by application of similar principles, reasonably could be expected to result in a proposed adjustment to the Liability for Taxes for any other period not so examined.

(c) The Company and the Sellers have delivered or made available to the Buyer correct and complete copies of all material federal, state, local and foreign income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by ENGA for taxable periods for which the applicable statute of limitations has not expired.

(d) ENGA has withheld and paid all material Taxes required to have been withheld and paid, including without limitation, sales and use taxes, and all Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

3.10 Intellectual Property. Except where non-compliance with any of the following would not have a Material Adverse Effect:

(a) ENGA owns or has the right to use pursuant to Contract or permission all Intellectual Property necessary for the operation of the Business as presently conducted.

(b) ENGA has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any material Intellectual Property rights of third Parties, and ENGA has not received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation. No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of ENGA.

(i) ENGA possesses all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction;

(ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and

(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or threatened which challenges the legality, validity, enforceability, use, or ownership of the item.

3.11 Litigation. Except as disclosed in Schedule 3.11, neither ENGA nor the Sellers is subject to any outstanding litigation, injunction, judgment, order, decree, ruling, or charge or is a party or, to the Knowledge of the Sellers or the Company, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any governmental agency or before any arbitrator.

3.12 Indemnity. The Sellers and the Company shall severally and jointly, indemnify, defend and hold harmless the Buyer and its directors, officers, employees, Affiliates and assigns (each, a “Indemnified Party”) from and against any losses, liabilities, damages, costs, or expenses (including interest, penalties and reasonable attorneys’ fees and disbursements) (collectively, “Losses”) sustained or incurred by such Indemnified Party relating to, caused by or resulting from: (a) any breach of any representation or warranty of the Sellers contained in this Agreement or in any certificate or schedule delivered by the Sellers pursuant to this Agreement; (b) any breach of, or failure to satisfy, any covenant or obligation of the Sellers in this Agreement or in any other certificate or document delivered by the Sellers pursuant to this Agreement.

3.13 Resignations by the Sellers. Byrd is currently the Chairman of the Board of Directors of the Company, and Hackett is the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. Byrd and Hackett agree that they shall tender their resignation from all positions on the Company’s Board and/or as executive officers of the Company, effective immediately on the Closing Date. On the Closing Date, the Buyer shall appoint new members on the Board of the Company and new executive officers of the Company.

3.14 Rental Expenses. The Company is currently under a lease for its office space and subject to a monthly rent payment of $2,800. The Sellers agree to use their best efforts to seek sub-tenant for the office space within 90 days of the Closing Date in order to reduce the monthly rent expenses by approximately half. The Sellers warrant and guarantee to the Buyer that should they be unable to find a sub-tenant they shall be personally responsible for half of the rent expenses the Company is subject to pay each month after 90 days of the Closing Date until the expiration of the lease in approximately two years.

3.15 Website Maintenance. Hackett agrees, through his company, to help the Company maintain its corporate website by hosting the website on a shared hosting server without any charge. Designees of the Buyer shall have full access to the website and make modifications without restriction from Hackett. At the Buyer’s request, Hackett shall render control and maintenance of the website and hosting to Buyer promptly within three (3) business days.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to ENGA and the Sellers that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

4.1 Organization of the Buyer. The Buyer is a company duly organized, validly existing, and in good standing under the laws of Hong Kong Special Administration Region of People’s Republic of China. The Buyer has supplied the Sellers with copies of its organizational documents.

4.2 Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder and under the other Transaction Documents. This Agreement and the other Transaction Documents to which it or they are a party constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies. The Buyer needs not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental authority in order to consummate the transactions contemplated by this Agreement.

4.3 Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby or under the other Transaction Documents will (a) violate any law or other material restriction of any governmental authority to which the Buyer is subject or any provision of Buyer’s organizational documents or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any material Contract or other material arrangement to which the Buyer is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any Lien upon any of its assets).

4.4 Legal Compliance. The Buyer has complied in all material respects with all applicable laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or to the knowledge of the Buyer, commenced against it alleging any failure so to comply.

4.5 Restrictions on Transfer.

(a) The Subject Shares to be acquired by the Buyer pursuant to this Agreement are being or will be acquired its and their own account and with no intention of distributing or reselling such Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state.

(b) Until such time as the entire Purchase Price for the Subject Shares has been paid in full in cash to the Sellers and their respective heirs, executors and estate(s), the Buyer shall not sell, assign, transfer, hypothecate, encumber or subject to any Lien (collectively, “Transfer”) any of the Subject Shares.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

4.6 Uplisting. Following the Closing, the Buyer agrees to use its best efforts to cause the Company’s securities to be listed on the Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange (“NYSE”) within 24 months (the “Uplisting”). As an inducement to the Sellers to enter into this Agreement, pursuant to a separate Share Escrow Agreement (in the form and substance as set forth in Exhibit B attached hereto), the parties agree that 400,000 shares of the Subject Shares potentially being sold by Mr. Hackett (“the Escrowed Shares”) shall be retained in escrow and not transferred to the Buyer during said 24 month period. In the event the Uplisting is achieved within said 24 months, the Escrowed Shares shall be deemed, for all purposes, to have been retained by Mr. Hackett and not sold to the Buyer hereunder, thereby reducing the amount of Subject Shares purchased from Mr. Hackett hereunder by 400,000, without causing retroactive change to the Purchase Price. Upon the achieving of the Uplisting, the Escrowed Shares shall immediately be returned to Mr. Hackett for all purposes. If no Uplisting is achieved within such 24 month period, the Retained Shares shall immediately be transferred to, or at the direction of, Buyer, without additional cost.

ARTICLE V

ADDITIONAL AGREEMENTS OF THE PARTIES

5.1 License Agreement of the Parties. The parties under this Agreement agree that the Sellers shall be granted a five-year royalty free license to access, use, exploit and commercialize the Company’s existing mobile technology for business purposes within the territory of the United States in accordance with the license agreement, in the form and substance as set forth in Exhibit C, attached hereto (the “License Agreement”). The license shall be non-exclusive and non-transferrable, and may only be sub-licensed in the ordinary course of business. The license shall expire on the fifth anniversary of this Agreement.

5.2 Non-Solicitation Agreements of the Parties.

(a) Employees of the Business. During the period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date (the “Restricted Period”), and in connection with the Business of the Company, each of the Sellers, including any of their respective Affiliates (each a “Restricted Party”) shall not, directly or indirectly, solicit or encourage any employee or consultant performing services in connection with the business currently conducted by the Company to leave the employment of Company.

(b) Confidential Information. During the Restricted Period, each Restricted Party shall keep secret and retain in strictest confidence, all confidential matters relating to the Business or the Company, including, but not limited to, “know how”, trade secrets, customer lists, supplier lists, details of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs related to the Business (collectively “Confidential Information”), and shall not disclose them to anyone outside of Buyer and its Affiliates; provided, however, this covenant shall not apply to any information which becomes generally available to the public through no wrongful act of such Restricted Party or others. Each Restricted Party may disclose Confidential Information if required to do so in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process; provided, that such Restricted Party (i) provides the other Parties with prompt notice of such required disclosure so that the other Parties may attempt to obtain a protective order, (ii) cooperates with the other Parties in obtaining such protective order, and (iii) only discloses that Confidential Information which it is absolutely required to disclose as advised by counsel. The provisions of this section shall not apply to the bona fide commercial use of the technology owned by Company under the License Agreement referenced in Section 5.1 above.

ARTICLE VI

MISCELLANEOUS

6.1 Expenses. Each party shall pay its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

6.2 No Third-Party Beneficiaries. Except as expressly provided in Section 6.4, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective heirs, executors, successors and permitted assigns.

6.3 Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

6.4 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, executors, successors and permitted assigns. Except as set forth herein, no Party may assign either this Agreement, any of the other Transaction Documents, or any of his or its rights, interests, or obligations hereunder without the prior written approval of all of the other Parties or their respective heirs, executors, successors and permitted assigns.

6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

6.6 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

6.7 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two Business Days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Sellers, addressed as follows:

Douglas S. Hackett

[address]

James S. Byrd, Jr.

[address]

If to the Buyer, addressed as follows:

Engage International Technology Co., Inc.

15C, China Merchants Tower

No. 1166 Wanghai Road, Nansha District

Shenzhen, Guangdong, China

Hong Kong Attn: Hua Zhang

with a copy to:

Hunter Taubman LLP

130 W 42^nd Street, Suite 1050

New York, NY 10036

Attn: Louis E. Taubman, Esq.

Email: LTaubman@huntertaubmanlaw.com

If to the Company, addressed as follows:

Engage Mobility, Inc.

140 Walnut St.

Kansas City, MO 64106

Attn: Douglas S. Hackett, CEO

Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, overnight mail or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

6.8 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Florida..

6.9 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all Parties to this Agreement. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

6.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

6.11 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

6.12 Submission to Jurisdiction. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Florida in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 6.7 above. Nothing in this Section 6.12, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

6.13 Post Closing Condition. The Parties hereby agree, at the Buyer’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the Closing Date with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and among the Parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail. Such documentation shall be prepared by the Buyer at the Buyer’s expense.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

	BUYER:

	ENGAGE INTERNATIONAL TECHNOLOGY CO., LTD.

	By:
		Name: Hua Zhang
		Title: Chief Executive Officer

	THE COMPANY:

	ENGAGE MOBILITY, INC..

	By:
		Name: Douglas S. Hackett
		Title: Chief Executive Officer

	SELLERS:


	Name: James S. Byrd, Jr.


	Name: Douglas S. Hackett

Schedules

Stock Purchase Agreement

Schedule 3.6 Debt, Obligation or Liability

Accounts Payable	$	27,286.13
Notes Payable - Barbato		200,548.00
Notes Payable - Yannitto		5,000.00
Notes Payable - Bourque		20,054.80
Notes Payable - Vanteefflelen		15,041.10
Notes Payable - Zopf		20,054.80
Notes Payable - Pereira		15,041.10
Notes Payable - S. Hackett		94,580.73
Notes Payable - Byrd		56,000.00
Total	$	453,606.66

Schedule 3.11 Litigation

None.

Exhibit 10.2

FORM OF SHARE ESCROW AGREEMENT

THIS SHARE ESCROW AGREEMENT (“Agreement”) is made as of as of this 9th day of April, 2015 by and among (A) Engage Mobility, Inc., a corporation incorporated under the laws of the State of Florida (the “Company”); (B) James S. Byrd, Jr. (“Byrd”) and Douglas S. Hackett (“Hackett”) (collectively, the “Sellers”), and (C) Engage International Technology Co., Ltd. (the “Buyer”), and (D) Hunter Taubman Weiss LLP (the “Escrow Agent”).

RECITALS:

(1)

Pursuant to that certain Stock Purchase Agreement, dated as of April 9, 2015 (“Closing Date”), by and among the Company, the Sellers and the Buyer (the “Stock Purchase Agreement”), pursuant to which the Buyer agreed to purchase and the Sellers agreed to sell a total of 16,462,505 shares of the Company’s common stock (“Subject Shares”), representing approximately 75.61% of the Company’s issued and outstanding common stock, for a consideration of $50,000 by the Buyer.

(2)

In accordance therewith, on the Closing Date, the Sellers shall tender their resignation from all positions on the Company’s Board and/or as executive officers of the Company. Accordingly, Byrd shall cease to be the Chairman of the Board of Directors of the Company, and Hackett shall cease to be the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. On the Closing Date, the Buyer shall appoint new members on the Board and new executive officers of the Company (“Change of Control”).

(3)

Following the Change of Control, the Buyer has agreed to use its best efforts to cause the Company’s securities to be listed on the Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange (“NYSE”) within 24 months from the Closing Date (the “Uplisting”).

(4)

As an inducement to the Sellers to enter into the Stock Purchase Agreement, the parties have agreed to place stock certificates representing 400,000 shares of the Company’s common stock (the “Escrowed Shares”) of the Subject Shares potentially being sold by Hackett into escrow. The release of the Escrowed Shares shall be in connection with the Uplisting. The Company, the Buyer and the Sellers have requested that the Escrow Agent hold the Escrowed Shares on the terms and conditions set forth in this Agreement and the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement.

(5)

Unless otherwise defined in this Agreement, all capitalized terms shall have the same meaning as is defined in the Stock Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

TERMS OF THE ESCROW

1.1 Appointment of Escrow Holder. The parties hereby agree to have Hunter Taubman Weiss LLP act as Escrow Agent whereby the Escrow Agent shall receive the Escrow Shares in escrow and distribute the same as set forth in this Agreement.

1.2 Escrow Deposit

(a) At the Closing Date, the Sellers shall deliver the Escrowed Shares to the Escrow Agent;

(b) The Escrow Agent shall hold the Escrowed Shares in an escrow account at all times until such Escrowed Shares are disbursed in accordance herewith.

1.3 Escrow Distribution & Release.

(a) In the event that the Uplisting occurs within 24 months from the Closing Date, the Escrowed Shares shall be deemed, for all purposes, to have been retained by Hackett and not sold to the Buyer hereunder, thereby reducing the amount of Subject Shares purchased from Hackett hereunder by 400,000, without causing retroactive change to the Purchase Price. The Company shall remit written instructions to the Escrow Agent, in the form of Exhibit A attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, directing the Escrow Agent to release the Escrowed Shares, as specified therein. The Escrow Agent shall distribute and release the Escrowed Shares as instructed within two (2) business days.

(b) In the event that the Uplisting does not occur within 24 months from the Closing Date, the Escrowed Shares shall be transferred to the Buyer with no additional cost. Upon remittance of written instructions to the Escrow Agent in the form of Exhibit B attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, directing the Escrow Agent to release the Escrowed Shares, as specified therein. The Escrow Agent shall distribute and release the Escrowed Shares as instructed within two (2) business days.

(c) Upon the Escrow Agent’s completion of its obligations under Section 1.3(a) or 1.3(b), this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder.

1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. Should any of the parties attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying the parties in writing five days in advance. In the case of the Escrow Agent’s resignation or removal pursuant to the foregoing, its only duty, until receipt of notice from the parties that a successor escrow agent has been appointed, shall be to hold and preserve the Escrowed Shares that are in its possession. Upon receipt by the Escrow Agent of said notice from the parties of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Escrowed Shares, the Escrow Agent shall promptly thereafter transfer all of the Escrowed Shares that it is still holding in escrow, to said successor escrow agent. Immediately after said transfer of the Escrowed Shares, the Escrow Agent shall furnish the parties with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from the parties after the Escrow Agent promptly transfers all of the Escrowed Shares that it is still holding in escrow, to the above said successor escrow agent.

1.5 The Escrow Agent shall be reimbursed by the parties under the Stock Purchase Agreement for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to the parties in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Escrowed Shares and to deliver them under the terms hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement or the investment being made by Buyer. The Company and the Sellers acknowledge and represent that they are not being represented in a legal capacity by Hunter Taubman Weiss LLP and have had the opportunity to consult with their own legal advisors prior to the signing of this Agreement. The Company and the Sellers acknowledge that the Escrow Agent is not rendering securities advice to them with respect to this transaction or otherwise. The Company and the Sellers consent to the Escrow Agent acting in such capacity as legal counsel for the Buyer and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The parties understand that the Escrow Agent is relying explicitly on the foregoing provisions contained in this Section 1.5 in entering into this Agreement.

1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith.

1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents.

1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Escrowed Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's possession without liability to anyone all or any part of said Escrowed Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Escrowed Shares held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of New York in accordance with the applicable procedure therefor.

ARTICLE 2

MISCELLANEOUS

2.1 This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

2.3 This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

2.4 Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

2.5 The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance of the laws of the State of New York. The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved fully and exclusively in the federal or state courts resident in New York County, New York.

2.6 Any notice required or permitted hereunder shall be given in a manner provided in the Notice Section contained in the Purchase Agreement to the address or contact information for the Parties set forth therein or, in the case of notice to the Escrow Agent, shall be sent by commercial overnight courier such as UPS or Fedex to the Escrow Agent at the address first written above.

2.7 The Buyer shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement, including reasonable attorney’s fees and courier fees incurred to deliver the Escrowed Shares pursuant to this Agreement. The Sellers are not responsible for any fees, costs and expenses incurred or that become due in connection with this Agreement.

2.8 By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of this Agreement; the Escrow Agent does not become a party to the Stock Purchase Agreement or any related agreements.

2.9 Post Closing Condition. The parties hereby agree, at the Buyer’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the Closing Date with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and among the Parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail. The Buyer shall bear the cost of creating such documentation.

(Signature Page to Follow)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

BUYER: Engage International Technology Co., Ltd.

By
	Name: Hua Zhang
	Title: CEO

COMPANY: Engage Mobility, Inc.

By:
	Name: Douglas S. Hackett
	Title: CEO

SELLER: James S. Byrd, Jr.

By
	Name: James S. Byrd, Jr.

SELLER: Douglas S. Hackett

By:
	Name: Douglas S. Hackett

ESCROW AGENT: Hunter Taubman Weiss LLP

By:
	Name: Rachael Schmierer
	Title: Partner

Exhibit A

FORM OF ESCROW RELEASE NOTICE

Date: _________________

Hunter Taubman Weiss LLP

130 W. 42^nd Street, Suite 1050

New York, NY 10036

Attn: Louis E. Taubman

Dear Escrow Agent:

In accordance with the terms of Article 1 of the Share Escrow Agreement dated as of this 9th day of April, 2015 by and among (A) Engage Mobility, Inc., a corporation incorporated under the laws of the State of Florida (the “Company”); (B) James S. Byrd, Jr. (“Byrd”) and Douglas S. Hackett (“Hackett”) (collectively, the “Sellers”), and (C) Engage International Technology Co., Ltd. (the “Buyer”), and your offices as Escrow Agent, you are hereby notified of the following:

The Company has successfully listed its securities on Nasdaq / NYSE (please circle one) and therefore, the Escrowed Shares shall be transferred to Mr. Hackett as follows:

Recipient’s Name

Address

Amount of Escrowed
Shares to be distributed

400,000

Very truly yours,

ENGAGE MOBILITY, INC.

By: _______________________________
Name: Hua Zhang
Title: Chief Executive Officer

Exhibit B

FORM OF ESCROW RELEASE NOTICE

Date: _________________

Hunter Taubman Weiss LLP

130 W. 42^nd Street, Suite 1050

New York, NY 10036

Attn: Louis E. Taubman

Dear Escrow Agent:

The Company was unable to list its securities on Nasdaq or NYSE and therefore, the Escrowed Shares shall be transferred to the Buyer as follows.

Recipient’s Name

Address

Amount of Escrowed
Shares to be distributed

400,000

Very truly yours,

ENGAGE MOBILITY, INC.

By: _______________________________
Name: Hua Zhang
Title: Chief Executive Officer

Exhibit 10.3

Form of Consulting Contract

This Consulting Contract is entered into on April 9, 2015 by and between Engage Mobility, Inc. (“Client”) and Design Labs, LLC (“Consultant”).

1. Work to be Performed and Term. Consultant shall be available for consulting with Client, either by phone or in person (Consultant shall not be required to travel unless mutually agreed) for up to 20 hours per month from April 9, 2015 to December 31, 2015 (the “Term”). Consultant shall assist Client as requested with Client’s advising Client on Client’s business needs, including consultation and advice on Client’s management, marketing, operation of business and technologies. Terms under this Consulting Contract shall expire and be null at the expiration of the Term.

2. Compensation.

Client shall pay Consultant $5,000 per month due on the 15^th of each calendar month during the Term, with the first payment due on April 15, 2015 and last payment due on December 15, 2015.

3. Independent Contractor Relationship. Consultant's relationship with Client will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state, or any other employee payroll taxes.

4. General Provisions.

	4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Florida.

	4.2 Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

	4.3 Default. In the event of Default by either party, the other party shall have all rights afforded under Florida law. If legal action is required to enforce this Contract, the prevailing party in any such litigation shall be awarded all costs of such legal action, including attorneys fees.

	4.4 Termination. In the event of willful conduct, gross negligence or inappropriate conduct causing damage to the image of Client by Consultant during the Term, Client shall have the right to terminate this Agreement promptly with one-week written notice to Consultant.

5. Post Closing Condition. The Client and Consultant hereby agree, at the Client’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the date of this Agreement with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and among the Parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail.

CLIENT		CONSULTANT


By:	Hua Zhang	By:	Douglas S Hackett
	CEO		Managing Director

Exhibit 10.4

FORM OF LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the “Agreement”), dated as of April 9, 2015 (the “Effective Date”), is entered into by and between Engage Mobility, Inc., a Florida corporation (the “Licensor”), and Web Services, LLC (the “Licensee”).

WHEREAS, the Licensor has agreed to license certain Technology to the Licensee pursuant to the terms of this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter expressed, the Parties hereby agree as follows:

1. Definitions. As used in this Agreement, the terms

(a) “Affiliate” shall have the same meaning as is defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

(b) “Business of Licensee” shall mean and be limited to the provision of mobile technology, marketing and data products and solutions for business owners.

(c) “Person” shall mean and include any individual, corporation, partnership, limited liability company or government instrumentality.

(d) “Party” or “Parties” shall mean Licensor, Licensee or both of such Persons and their respective Affiliates, and successor and assigns.

(e) “Software” shall mean any and all computer programs, software design documents, packaged and unpackaged, including any and all software implementations of algorithms, models and methodologies, any and all data and collection of data, whether machine readable or otherwise, descriptions, schematics, flow charts and all documentation, including user manuals and training materials, relating to the Mobile Engagement System and related products.

(f) “Technology” shall mean all of the Licensor’s intellectual property relating to the Mobile Engagement System and related products, including but not limited to (1) any and all inventions (whether patentable or unpatentable and whether or not reduced to practice), ideas, research and techniques, technical designs, discoveries and specifications, improvements, modifications, adaptations and derivations thereto, and patents, patent applications, models, industrial designs, inventor’s certificates, and patent disclosures, together with reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof, (2) trademarks (any applications for registration therefor, including any modifications, extensions or renewals thereof), all service marks, logos, trade dress, brand names and trade names, assumed names, corporate names and other indications of origin (whether registered or unregistered), (3) copyrights (whether registered or unregistered and any applications for registration therefor, including any modifications, extensions or renewals thereof), (4) trade secrets, know-how and confidential business information and any other information, however documented, that is a trade secret within the meaning of the applicable trade secret protection Laws, including without limitation the Uniform Trade Secrets Act; (5) Software, (6) any and all rights under any and all transcoder licenses and license agreements that the Licensor is currently a party to; and (7) any similar or equivalent intangible assets, properties and rights to any of the foregoing.

(g) “Territory” shall mean the territory of the United States.

2. Grant of License. The Licensor hereby grants to Licensee, during the Term, a revocable non-exclusive and non-transferrable right and license (the “License”) to access, use, exploit and commercialize Licensor’s Technology as part of Licensee’s Business within the Territory.

3. Grant of Other Licenses. During the Term of the License, the Licensor shall have the absolute and unfettered right to grant licenses to or enter into agreements with any other Person.

4. Term of License; Termination.

(a) The term of the License shall be five (5) years starting from the Effective Date (the “Term”).

(b) This Agreement and the License granted hereunder may be terminated by mutual consent of the Licensor and Licensee.

(c) This Agreement shall also be subject to termination by the non-breaching Party in the event of a breach of any covenant of the other Party hereto.

5. Fees. The License is loyalty free during the Term.

6. Covenants of Licensee. From and after the Effective Date of this Agreement, the Licensee, on behalf of itself and each of its Affiliates, employees, consultants, contractors, officers, directors, representatives, subsidiaries and joint venture entities hereby covenants and agrees as follows:

(a) Return of Software and Technology. In the event that for any reason, or no reason, this Agreement shall be terminated (i) by Licensor as a result of a breach by Licensee of any the covenants contained in this Section 6, or (ii) upon expiration of the Term of this License, (A) the Licensee shall remove all Software and related Technology from their hardware, (B) the Licensee shall return all Software and related Technology to the Licensor, and (C) the Licensee shall not retain any copies or duplicates of the Software and related Technology.

(b) Limitation on Use. Licensee covenants and agrees that the Software and Technology licensed to Licensee under this Agreement shall be used only for the purpose of engaging in the Business of the Licensee and for no other purpose, whatsoever. Licensee shall not have the right to copy, use or otherwise deal in the Software and related Technology licensed pursuant to this Agreement for any other purpose whatsoever, except as expressly contemplated by this Agreement.

(c) Return of Confidential Information. Upon termination of this Agreement for any reason or no reason, or at any other time the Licensor may reasonably request, the Licensee shall promptly deliver and surrender to the Licensor all papers, memoranda, notes, records, reports, sketches, specifications, designs and other documents, writings (and all copies thereof), and other property produced by them or coming into their possession by or through this Agreement (the “Confidential Information”), and the Licensee agrees that all such materials will at all times remain the property of the Licensor.

(d) Scope. It is expressly agreed that if any restrictions set forth in this Section 6 are found by any court having jurisdiction to be unreasonable because they are too broad in any respect, then and in each such case, the remaining restrictions herein contained shall, nevertheless, remain effective, and this Agreement, or any portion thereof, shall be considered to be amended so as to be considered reasonable and enforceable by such court, and the court shall specifically have the right to restrict the business or geographical scope of such restrictions to any portion of the business or geographic areas described above to the extent the court deems such restriction to be necessary to cause the covenants to be enforceable, and in such event, the covenants shall be enforced to the extent so permitted.

(e) Specific Performance. The Licensee hereby acknowledges that a remedy at law for any breach or violation or attempted breach or violation of the covenants set forth in this Section 6 may be inadequate, agrees that the Licensor shall be entitled to seek specific performance of this Agreement or an injunction or other equitable remedy in an action for equitable remedies under this Agreement, and Licensor shall not be required to prove the inadequacy or insufficiency of monetary damages. Each Party further agrees to waive any requirement for a bond or other security in connection with any such injunctive or other equitable relief.

7. Assignment. No Party may assign all or any portion of the Agreement to any other Person without the prior written consent of the other Party, except that Licensor may assign any or all of its rights and interests under this Agreement at any time (A) to one or more of Licensor’s Affiliates for the purpose of undertaking all or part of Licnesor’s rights and obligations pursuant hereto, or (B) as collateral security to any lender or lenders (including any agent for any such lender or lenders) providing financing to Licensor or any of its Affiliates, or to any assignee or assignees of any such lender, lenders or agent. Furthermore, either Party may assign any or all of its rights and interests under this Agreement: (a) to a purchaser of all or substantially all of such Party’s assets; or (b) as a matter of law to the surviving entity in any merger or consolidation to which such Party is a party; provided, however, that any such successor-in-interest to either Party shall be obligated to assume in writing, in a manner satisfactory to the other Party, all of the obligations, covenants and agreements of the assigning Party.

8. Further Assurances. The Licensor and the Licensee agree to execute and deliver to the other Party, such documents and instruments and to take such other actions as may be reasonable or necessary or as may be reasonably requested by the other in furtherance of performance of the terms, covenants and conditions of this Agreement.

9. Notice. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or express mail, return receipt requested or by Federal Express. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Florida. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Florida in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.

11. Severability. If any clause of this Agreement is determined to be invalid, illegal or unenforceable in whole or in part for any reason, it shall not affect the legality or enforceability of any other clause of this Agreement.

12. Entire Agreement. This Agreement sets forth the entire understanding and agreement by the Parties as of the date hereof and supersedes all prior agreements and understandings (oral and written) between the Parties with respect to the matters set forth in this Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

13. Authority. Licensor represents and warrants that it has all necessary power and authority to execute and deliver this Agreement and all ancillary agreements and to carry out their provisions. All action on the Licensor’s part required for the lawful execution and delivery of this Agreement and all ancillary agreements has been taken. Upon its execution and delivery, this Agreement and all ancillary agreements will be a valid and binding obligation of the Licensor, enforceable in accordance with its terms.

14. Amendments and Modifications. This Agreement may not be amended or otherwise modified unless evidenced in a writing and signed by each of Licensor and Licensee.

15. Successors and Assigns. This License and the rights and obligations hereunder shall be binding upon and inure to the benefit of Licensor and Licensee and their respective successors and assigns.

16. Counterparts. This Agreement may be executed in any number of counterparts, and it is contemplated that the parties hereto may execute different counterparts, which together shall constitute one and the same instrument.

17. Post Closing Condition. The parties hereby agree, at the Licensor’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the date of this Agreement with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and between the parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail.

[REMAINDER OF PAGE BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed or caused their duly authorized representatives to execute this Agreement as on the date set forth above.

	LICENSOR:

	ENGAGE MOBILITY, INC.

	By:
		Name:
		Title:

	LICENSEE:

	WEB SERVICES, LLC

	By:
		Name: Douglas Hackett
		Title: Managing Member

Exhibit 10.5

FORM OF SUBSCRIPTION AGREEMENT

认购协议

This Subscription Agreement is made as of the 9th day of April, 2015 between Engage Mobility, Inc., a company incorporated under the laws of the State of Florida (“we”, “us”, or “Company”) and Engage International Technology Co. Ltd., the Subscriber, a company incorporated under the laws of Hong Kong Special Administrative Region of China (“Subscriber”), as set forth on the execution pages hereof. Subscriber and the Company are collectively referred to herein as "the parties."

此认购协议于2015年4月 9日由英加移动有限公司，一家根据佛罗里达州法律注册成立的公司（“我们”或“公司”）与认购人英加国际移动科技有限公司，一家根据中华人民共和国香港特别行政区法律注册成立的公司（“认购人”），根据本协议项下所规定的文本签订执行。认购人及公司在此统称为“双方”。

Subscriber hereby agrees to purchase 1,100,000 shares of our common stock, at the price of $0.50 per share (the "Common Shares") upon the terms and conditions stated in this Subscription Agreement (the "Offering").

认购人特此同意根据本认购协议（“发售”）所载之条款及条件以每股（“普通股”）$0.50美元的价格购买1,100,000股本公司普通股股份。

Subscriber hereby agrees to immediately make a non-refundable deposit of $100,000 (the “Deposit”) to the Company, which shall be credited towards the total purchase price of $550,000 (“Purchase Price”) for the Company’s common stock at the Closing Date under this Agreement. The Deposit and the remaining amount of the Purchase Price shall be only used to pay off any and all outstanding debt, loan, obligation or liability of the Company listed under Section 13 of this Agreement; provided, however, that if the transactions contemplated under this Agreement are not closed or the Agreement is terminated, the Subscriber shall not be entitled to receive the refund of the Deposit, and the Company shall issue 200,000 shares of its common stock in consideration of the Deposit.

认购人特此同意立即向公司支付一笔不可退还的定金$100,000（“定金”），此定金于此合同的成交日时用于抵扣认购人购买公司股票应付价格的$550,000（“购买价格”）。定金和购买价格余下的金额将只能用于支付本合同下第13款所列的公司任何及所有的未还清债务、借贷、义务和赔偿责任。但是，如果此合同下的交易未能完成交割或者此合同被撤销，认购人不能取回定金，公司将向认购人发行200,000股公司的普通股作为定金的对价。

We have agreed to accept the Subscriber's offer to purchase the Common Shares based solely upon the representations made by the Subscriber setforth herein. We are executing and delivering this Subscription Agreement in reliance upon the exemptions from securities registration afforded by Regulation S (“Regulation S”) promulgated under Regulations of the Securities Act of 1933, as amended (the "Securities Act").

我们仅基于认购人在本文作出的陈述已同意接受认购人认购普通股的要约。我们根据《1933年证券法（经修订）》（“证券法”）下的规则S允许的证券免于登记的权利执行及交付本认购协议。

The Offering will continue until the earliest to occur of (i) the date upon which subscriptions for all of the securities offered hereby have been accepted; or (ii) April 9, 2015 (the "Closing Date").

此次发售将持续至下列最早发生日期（i）在此发售的所有证券的认购已被接受；或（ii）2015年4月9日（“交割日”）。

The Company has the right to revise this Offering based on our need, including increasing or decreasing the selling price, the number of shares or other terms.

公司有权根据我们的需求修改此次发售，包括但不限于，增加或减少普通股发售价格，发售数量，或其他条款。

The Subscriber represents that it is purchasing the Shares for its own investment and legal income and not for the purpose of distribution or public resale. The Subscriber understands that the Shares have not been registered under the U.S. Securities Act and therefore the Shares shall bear restrictive legend requiring a 6 month holding period before they can be resold.

认购人认可，其是以个人投资及合法收入为自己的个人投资帐户购买股份，并非以分销或公开转售为目的。认购人明白普通股尚未根据证券法登记，所以普通股会受到限制性条款的约束，即在股票被转售前有会有6个月的封闭期要求。

Subscriber represents that it is a “non-US person” as defined in Regulation S. Such Subscriber is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Subscriber is not a broker-dealer, nor an affiliate of a broker-dealer. Subscriber also makes the additional representations and warrants set forth under Exhibit A.

认购人声明其为规则S定义下的“非美国主体”。购买人不需要是证券交易法第15条下的注册的券商，并且也不是券商或券商的关联人。购买人也另外作出附录A下所列的声明和担保。

Subscriber represents that it is a sophisticated investor and is familiar with the risks associated with this type of investment. The Subscriber, in reaching a decision to subscribe, has such knowledge and experience in financial and business matters has the net worth to undertake such risks.

认购人声明，其是一个成熟的投资者并熟悉此种类型的投资相关的风险。认购人在做出决定认购时，具备相应的金融和商业方面的知识和经验，有资本承担此类风险。

10.

Subscriber is aware that certain brokers or selling agents have been engaged by the Company to sell the Stock and that said brokers or placement agents will receive a commission from this sale. Subscriber is a citizen and resident of China and is not a citizen or resident of the United States.

认购人知道某些券商或销售代理已受聘于公司销售股票，上述券商或销售代理将由本次销售收取佣金。认购人为中国公民和居民，而非美国公民或居民。

11.

As a resident of China, Subscriber is satisfied as to full observance of the laws of such Subscriber's jurisdiction in connection with any invitation to subscribe for the Common Shares or any use of this Subscription Agreement, including: (i) the legal requirements of such Subscriber's jurisdiction for the purchase of the Common Shares, (ii) any foreign exchange restrictions applicable to such purpose, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Common Shares. Such Subscriber's subscription and payment for, and such Subscriber's continued beneficial ownership of, the Common Shares will not violate any applicable securities or other laws of such Subscriber's jurisdiction.

作为中国居民，认购人满足且完全遵守该认购人司法管辖区关于认购普通股的任何要约或对本认购协议的任何用途的法律，包括：（i）该认购人司法管辖区对购买普通股的法律要求，（ii）适用于此类目的的任何外汇限制，（iii）可能需要获取的任何政府或其他方面的许可，（iv）可能是有关购买、持有、赎回、出售或转让普通股的所得税及其他税务影响（如有）。该认购人认购及支付，及该认购人继续受惠拥有普通股将不违反该认购人司法管辖区内任何适用的证券或其他法律。

12.

The Company is in the business of selling mobile technology, marketing and data products and services. Subscriber has access to the various corporate filings and other information regarding the Company and is satisfied with the Company’s business and financial operations.

公司的业务是销售移动技术、营销和数据产品及服务。认购人表示有渠道取得各种企业备案资料及其他有关本公司的信息，并对有关本公司的业务及财务运作感到满意。

13.

As of the date of this Subscription Agreement, the Company has certain outstanding debt, loan, obligation or liability in the total amount of approximately $550,000 (deducting approximately $100,000 paid and resolved with the Deposit), as set forth under Exhibit B herein. The Company represents and warrants that the sole purpose and objective of this Offering is to use the proceeds received from the Offering to pay off any and all outstanding debt, loan, obligation or liability of the Company, and shall pay off all debt, loan, obligation or liability as set forth under Exhibit B within three (3) business days of the Closing Date. The Company further represents and warrants that, other than as set forth under Exhibit B, the Company has no other debt, loan, obligation or liability. Any balance of the Purchase Price after paying off all outstanding debt, loan, obligation or liability of the Company shall be disbursed at the discretion of the board of directors of the Company.

于此认购协议签订日，公司有未还清的总额为大约$550,000（减去用定金已经支付的大约$100,000）的债务、借贷、义务或者赔偿责任，如附录B所列。公司于此声明和保证于此次发售中获得的资金的唯一目的和目标是为了用于偿还公司任何及所有的未还清债务、借贷、义务和赔偿责任，且将会于交割日之后的三（3）个工作日之内还清所有在附录B下所列的债务、借贷、义务和赔偿责任。公司并于此声明和保证，除了附录A下所列，其没有其他任何债务、借贷、义务或赔偿责任。在付清公司所有的未还清债务、借贷、义务和赔偿责任之后，如果购买价格仍有剩余，则公司董事会有权决定如何支配余额。

14.

No provision of this Subscription Agreement may be waived other than by an instrument in writing signed by the party to be charged with enforcement and no provision of this Subscription Agreement may be amended other than by an instrument in writing signed by us and Subscriber.

此认购协议的任何规定均不能豁免，由协议方签署书面文件并强制执行的除外；此认购协议的任何规定均不得修订，由公司与认购人签署书面文书的除外。

15.

This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Subscription Agreement shall be submitted to binding arbitration in the State of Florida under the Commercial Arbitration Rules of the American Arbitration Association ("AAA").

此认购协议应受佛罗里达州适用于在该州已执行并履行的合同的法律管辖并根据其进行解释，且不应产生法律原则冲突。双方在本认购协议项下产生的所有争议、索赔及不同意见等事宜，应当提交佛罗里达州的具有约束力的仲裁机构根据美国仲裁协会（“AAA”）的国际商务仲裁规则进行仲裁。

16.

This Subscription Agreement is written in both English and Chinese. Shall there be any conflicts between the English and Chinese versions, the English version shall prevail.

此认购协议由中英文书写。如果中英版本之间有冲突，以英文版本为准。

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

【余页故意留空；紧接签名页】

IN WITNESS WHEREOF, the parties have caused this Subscription Agreement to be duly executed as of the date first above written.

以昭信守，双方都按照上面首次写明的日期正式签署本认购协议。

Engage Mobility, Inc.
英加移动有限公司

By:
签字人：
Print Name:	Douglas S. Hackett, CEO
印刷体名字：

Address:

Phone:

地址:

电话:

Subscriber: Engage International Technology Co. Ltd.
认购人：英加国际移动科技有限公司

By:
签字人：
Print Name:
印刷体名字：

Address:

Phone:

地址:

电话:

Number of Shares Purchased: 1,100,000

购买股票数量：1,100,000股

Purchase Price Per Share: $0.50

每股股价：$0.50美元

Total Investment: $550,000

总投资额：$550,000美元

Exhibit A

附录 A

NON U.S. PERSON REPRESENTATIONS

非美国人声明

The Subscriber, indicating that it is not a U.S. person, further represents and warrants to the Company as follows:

购买者表明其不是美国人，并进一步向公司声明和保证如下：

At the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Common Shares, such person or entity was outside the United States.

在(a) 公司提出普通股的要约时，及 (b) 此人或企业接受要约时，此人或企业在美国境外。

Such person or entity is acquiring the Common Shares for such Subscriber’s own account, for investment and not for distribution or resale to others and is not purchasing the Common Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.

此人或企业购买普通股是为其自身投资用途，而并非为了分发或销售给他人，且购买普通股并非为了任何美国人的利益，或打算违反证券法的注册要求分发给任何美国人。

Such person or entity will make all subsequent offers and sales of the Common Shares either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Common Shares to any U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.

此人或企业购买和出售投资普通股会(x)根据规则S在美国境外进行；(y) 根据证券法下的登记注册书；或(z) 根据证券法可以适用豁免。特别是，从交割结算日开始后一年内（“分销特定期限”），此人或企业不得向任何美国个体出售或在美国境内出售，除非是根据证券法下的登记注册申请书或登记豁免进行出售。

Such person or entity has no present plan or intention to sell the Common Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Common Shares and is not acting as a Distributor of such securities.

此人或企业目前没有任何计划或准备在任何预定的期限内在美国境内或向美国人出售投资普通股，也没有任何预定的安排出售投资普通股或作为证券的分销商。

Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Common Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.

此人或企业，关联人或任何代表人，没有签订或有意图在分销特定期限内在美国签订或会签订关于投资普通股的任何卖方期权、短线持有或任何类似的工具或持有，

Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Common Shares substantially in the form set forth below:

THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

此人或企业同意在任何股权证书或其他投资普通股证明文件上根据下列的格式印上限制交易：

此证书代表的证券（“证券”）尚未依照1933年的证券法及其修改案（“证券法”）或任何的州证券法的要求登记，不得出售，转让或进行其他处理，除非已依照证券法和相关的州证券法进行登记，或者公司已收到法律顾问出具的意见书，提出依照证券法和相关的州证券法的条款，此证券的登记不是必须的。

Such person or entity is not acquiring the Common Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.

此人或企业目前没有购买任何规避证券法登记条款的交易计划或设计中的投资普通股。

Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.

此人或企业有充分的金融、证券、投资和其他商业知识和经验来保护本交易中自己的利益。

Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Common Shares.

此人或企业在其认为必要的范围内就投资购买投资普通股咨询了其税收、法律、会计和融资顾问。

10.

Such person or entity understands the various risks of an investment in the Common Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Common Shares.

此人或企业明白作此投资的各种风险并且有能力在不确定的时间内承担这些风险，包括但不限于，完全损失掉其在投资普通股中的投资。

11.

Such person or entity has had access to the Company’s publicly filed reports with the SEC and has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Common Shares.

此人或企业有途径获得公司向证监会申报的所有报表，而且在交易的过程中在其要求的前提下公司提供了其他公共信息，所有这些公共信息对于该人或企业评估投资风险是充分的。

12.

Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and conditions of the issuance of the Common Shares.

此人或企业有机会就公司和投资普通股发行的条件和规定提问和获得解答。

13.

Such person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement.

此人或企业没有依赖公司或任何管理人员、员工或代理在本协议之外所做的关于公司的任何陈述和保证。

14.

Such person or entity will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.

此人或企业不会出售或转让股票，除非(A) 这些股票的转让已依据证券法登记注册或(B)可以适用登记注册豁免。

15.

Such person or entity represents that the address furnished on its signature page to this Agreement is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

此人或企业在签字页提供的地址是其主要住所地（如其为个人）或主要营业地（如其为公司或其他实体）。

16.

Such person or entity understands and acknowledges that the Common Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.

此人或企业了解并认同投资普通股没有经任何联邦或州的证监会或监管机构推荐，以下机构也没有确认或决定过提供给此人或企业的公司的信息的准确性；与此相反的情况将构成刑事犯罪。

Exhibit B

附录 B

Accounts Payable	$	27,286.13
Notes Payable - Barbato		200,548.00
Notes Payable - Yannitto		5,000.00
Notes Payable - Bourque		20,054.80
Notes Payable - Vanteefflelen		15,041.10
Notes Payable - Zopf		20,054.80
Notes Payable - Pereira		15,041.10
Notes Payable - S. Hackett		94,580.73
Notes Payable - Byrd		56,000.00
Total	$	453,606.66

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