AXIOM III, Inc. Sample Contracts

Smartpay Express, Inc. – Annex A ASSET PURCHASE AGREEMENT BY AND BETWEEN SMARTPAY EXPRESS INC. ("BUYER") AND BLUE WATER VENTURES, INC. ("SELLER") Dated as of May 10, 2012 (May 16th, 2012)

This Asset Purchase Agreement (“Agreement”) is entered into as of this 10th day of April, 2012, by and between Smart Pay Express, Inc., a Nevada corporation ("Purchaser" or “Smart Pay”), and Blue Water Ventures of Key West, Inc., a Florida corporation (“Seller” or “Blue Water”).

Smartpay Express, Inc. – Annex B ASSET PURCHASE AGREEMENT BY AND BETWEEN LIU SHI NENG ("BUYER") AND SMARTPAY EXPRESS INC. ("SELLER") Dated as of May 10, 2012 (May 16th, 2012)

THIS ASSET PURCHASE AGREEMENT IS MADE THIS 10th day of May, 2012 (the “Agreement”) by and between SmartPay, Express Inc., with an address of 1315 Lawrence Avenue, East, Suite 520, Toronto Ontario, Canada M3A3R3,  (“Seller”), and Liu Shi Neng, with an address of No. 1 Hexi Four Alley, Henuangang Village, Beisha, Nanhai  District, Lishui Town, Foshan, Guangdong Province, China (“Purchaser”).

Smartpay Express, Inc. – Share Transfer Agreement of Foshan Information Technology Co. Ltd. (June 24th, 2011)
Smartpay Express, Inc. – Cooperation Agreement of Foshan “New School Smartcard System” Operation (June 24th, 2011)

This is a communication platform that integrating the resources and advantages of both party A and B and provided to parents, students and schools through party A’s mobile communication technology and internet technology, so as to realize student status management, student attendance management, school academic management, school intelligent card management, etc.

Smartpay Express, Inc. – The “Education E-Network” Cooperative Agreement with Education Authority of Nanhai District, Foshan City (June 24th, 2011)

The contract is hereby entered into by Education Authority of Nanhai District, Foshan City (called “party A” hereafter), Guangdong Chigo Air Conditioning Company Limited (called “party B” hereafter), Modern Education Technology R&D Center of Nanhai District, Foshan City (called “party C” hereafter) and Foshan Wanzhi Electron S&T Co., Ltd. (called “party D” hereafter) to jointly establish and enforce the “Education E-Network” project of Nanhai Education Authority through friendly negotiation, based on the principle of equality and mutual benefits and in accordance with Company Law of People’s Republic of China and other related regulations. All the four parties declare that they have understood and agree with all content in the contract, agreed to assume their respective rights and obligations and faithfully fulfill the contract.

Smartpay Express, Inc. – The “All-In-One” City Education Network Cooperation Agreement (June 24th, 2011)

To better leverage the education network resources of ShanCheng District for education improvement and for building digital campuses. After friendly consultation and negotiation, above three parties have reached below agreement:

AXIOM III, Inc. – SHARE EXCHANGE AGREEMENT (November 9th, 2007)

Share exchange agreement (this "Agreement") is made this 10th day of October 2007, by and between Axiom III, Inc., a Nevada corporation (“AXIO”); Duane Bennett, a director and beneficial owner of a majority of the outstanding shares of common stock of AXIO (“Bennett”); Eastern Concept Development Ltd., a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Eastern Concept”), the shareholder of Eastern Concept (the “Eastern Concept Shareholder”); Foshan Wanzhi Electron S&T Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Foshan”), and the shareholders of Foshan (the “Foshan Shareholders”); all of whom execute this agreement, based on the following:

AXIOM III, Inc. – LIST OF SUBSIDIARIES (November 9th, 2007)
AXIOM III, Inc. – SHARE EXCHANGE AGREEMENT (November 9th, 2007)

THIS SHARE EXCHANGE AGREEMENT, dated as of November 6, 2007, is by and among Eastern Concept Corporate Consulting (Shenzhen) Limited, a company organized and existing under the laws of the People’s Republic of China (the “Company”); Xinghao LI, a director and a 51% beneficial owner of Foshan Wanzhi Electron S&T Company Limited (“Li”); and Jun CHEN, a director and a 49% beneficial owner of Foshan Wanzhi Electron S&T Company Limited (“Chen”) (collectively, the “Sellers”) with reference to the following:

AXIOM III, Inc. – Report of Independent Auditors (November 9th, 2007)

We have audited the accompanying consolidated balance sheets of Foshan Wanzhi Electron S&T Company Limited and its subsidiary (the “Company”) as of June 30, 2007, December 31, 2006 and December 31, 2005 and the related consolidated statements of operations, shareholders' equity and cash flows for the six months ended June 30, 2007, the year ended December 31, 2006 and the period from November 4, 2005 (date of incorporation) to December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

AXIOM III, Inc. – Axiom III, Inc. and Subsidiaries Unaudited Pro forma Condensed Consolidated Financial Statements (November 9th, 2007)

The unaudited pro forma condensed consolidated financial statements set forth below for AXIO give effect to the Acquisition Agreement pursuant to which AXIO, through its indirect wholly-owned subsidiary, Eastern Concept Corporate Consulting (Shenzhen) Limited (“Eastern Concept Shenzhen”), will acquire 100% of the registered capital of Foshan Wanzhi Electron S&T Company Limited (“Foshan Wanzhi”) from the shareholders of Foshan Wanzhi (“Foshan Wanzhi Shareholders”) at a cash consideration of RMB10,000,000. For the purposes of these unaudited pro forma condensed consolidated financial statements, the Acquisition Agreement is deemed to be effected as of the beginning of the periods for which the pro forma financial information is presented, i.e. January 1, 2006.

AXIOM III, Inc. – SHARE EXCHANGE AGREEMENT (October 24th, 2007)

Share exchange agreement (this "Agreement") is made this 10th day of October 2007, by and between Axiom III, Inc., a Nevada corporation (“AXIO”); Duane Bennett, a director and beneficial owner of a majority of the outstanding shares of common stock of AXIO (“Bennett”); Eastern Concept Development Ltd., a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Eastern Concept”), the shareholder of Eastern Concept (the “Eastern Concept Shareholder”); Foshan Wanzhi Electronic Technology Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Foshan”), and the shareholders of Foshan (the “Foshan Shareholders”); all of whom execute this agreement, based on the following:

AXIOM III, Inc. – Axiom III, Inc. and Subsidiaries Unaudited Pro forma Condensed Consolidated Financial Statements (October 24th, 2007)

The unaudited pro forma condensed consolidated financial statements set forth below for AXIO give effect to the Share Exchange Agreement pursuant to which AXIO will acquire 100% of the issued and outstanding share capital of Eastern Concept from the Eastern Concept Shareholder in exchange for 35,351,667 shares of common stock of AXIO.  For the purposes of these unaudited pro forma condensed consolidated financial statements, the Share Exchange Agreement is deemed to be effected as of the beginning of the periods for which the pro forma financial information is presented, i.e. January 1, 2006.

AXIOM III, Inc. – LIST OF SUBSIDIARIES (October 24th, 2007)
AXIOM III, Inc. – Report of Independent Auditors To the Board of Directors and Shareholders of Eastern Concept Development Limited (A development stage company) (October 24th, 2007)

We have audited the accompanying balance sheet of Eastern Concept Development Limited (the “Company”) as of August 7, 2007, and the related statements of operations, shareholder's deficit and cash flows for the period from June 29, 2007 (date of incorporation) to August 7, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

AXIOM III, Inc. – SHARE EXCHANGE AGREEMENT (October 11th, 2007)

SHARE EXCHANGE AGREEMENT (this "Agreement") is made this 10th day of October 2007, by and between Axiom III, Inc., a Nevada corporation (“AXIO”); Duane Bennett, a Director and beneficial owner of a majority of the outstanding shares of common stock of AXIO (“Bennett”); Eastern  Concept Development Ltd., a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Eastern Concept”), the shareholder of Eastern Concept (the “Eastern Concept Shareholder”); Foshan Wanzhi Electronic Technology Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Foshan”), and the shareholders of Foshan (the “Foshan Shareholders”); all of whom execute this Agreement, based on the following:

AXIOM III, Inc. – Axiom III, Inc. 7507 Folger Road (704) 905-6008 Charlotte, NC 28226 September 29, 2004 Mr. John H. W. Hui, Vice Chairman China World Trade Corp. 4th Floor, Goldlion Digital Network Center 138 Tiyu Road East, Tianhe Guangzhou, PRC Re: Letter of Intent - Strategic Alliance Dear Mr. Hui: Per our conversation, we submit this Letter of Intent regarding a share exchange between Axiom III, Inc. ("Axiom"), a Nevada corporation and China World Trade Corp., ("China World Trade"), a Nevada Corporation. Background By way of background, Axiom began operating in May, 2003. We are in the business of buying, (December 3rd, 2004)
AXIOM III, Inc. – SHARE EXCHANGE AGREEMENT ------------------------ THIS AGREEMENT, dated as of June 30, 2004, is between Axiom III, Inc., a Nevada corporation ("AXIOM III"), Northeast Nominee Trust, the majority shareholder of AXIOM III ("Northeast"), Axiom First Corporation, a Massachusetts corporation ("Axiom First"), and Northeast Nominee Trust as the sole shareholder of Axiom First (the"Sole Shareholder"). WHEREAS, AXIOM III, Northeast, Axiom First, and the Sole Shareholder intend to enter into a tax-free reorganization as hereinafter set forth; WHEREAS, AXIOM III intends to issue 2,500,000 shares of its c (December 3rd, 2004)
AXIOM III, Inc. – GREENTREE FINANCIAL GROUP, INC. ---------------------------------- August 27, 2004 PERSONAL AND CONFIDENTIAL --------------------------- Axiom III, Inc. 7507 Folger Road Charlotte, N.C. 28226 Attn: Karl Kapinos, President Dear Mr. Kapinos: This letter agreement ("Agreement") confirms the terms and conditions of the engagement of Greentree Financial Group, Inc. ("Greentree") by Axiom III, Inc. (the "Company") to render certain professional services to the Company in connection with the Company's proposed registration statements. 1. Services. Greentree agrees to perform the following services: - (December 3rd, 2004)
AXIOM III, Inc. – ASSIGNMENT OF CONTRACT RIGHTS AND OBLIGATIONS --------------------------------------------- Assignment dated June 30, 2004 between Duane Bennett ("Assignor") and Axiom III, Inc., a Nevada Corporation ("Assignee"). WHEREAS, Assignor is a party to that certain agreement dated August 27, 2003, captioned "Lessard Property Management Services, Inc. Residential Property Management Agreement," a copy of which is attached hereto as Exhibit A; WHEREAS, Assignor has reorganized the ownership of one of the properties under management by Lessard Property Management Services, Inc. ("Lessard") so that such (December 3rd, 2004)
AXIOM III, Inc. – ASSIGNMENT OF CONTRACT RIGHTS AND OBLIGATIONS --------------------------------------------- Assignment dated June 30, 2004 between Duane Bennett ("Assignor") and Axiom III, Inc., a Nevada Corporation ("Assignee"). WHEREAS, Assignor is a party to that certain agreement dated August 27, 2003, captioned "Lessard Property Management Services, Inc. Residential Property Management Agreement," a copy of which is attached hereto as Exhibit A; WHEREAS, Assignor has reorganized the ownership of one of the properties under management by Lessard Property Management Services, Inc. ("Lessard") so that such (December 3rd, 2004)