Smartpay Express, Inc. Sample Contracts

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 9th, 2007 • AXIOM III, Inc. • Real estate agents & managers (for others) • Nevada

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:

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

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”).

Cooperation Agreement of Foshan “New School Smartcard System” Operation
Cooperation Agreement • June 24th, 2011 • Smartpay Express, Inc. • Finance services

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.

Share Transfer Agreement of Foshan Information Technology Co. Ltd.
Share Transfer Agreement • June 24th, 2011 • Smartpay Express, Inc. • Finance services
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 9th, 2007 • AXIOM III, Inc. • Real estate agents & managers (for others)

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:

The “All-In-One” City Education Network Cooperation Agreement
Network Cooperation Agreement • June 24th, 2011 • Smartpay Express, Inc. • Finance services

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:

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

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.

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

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”).

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