Management services agreement amendment no.1

Exhibit 10.3A

MANAGEMENT SERVICES AGREEMENT AMENDMENT NO.1

BETWEEN

CHANGSHA EZAGOO TECHNOLOGY LIMITED

AND

BEIJING EZAGOO ZHICHENG INTERNET TECHNOLOGY LIMITED

JANUARY 18, 2021

MANAGEMENT SERVICES AGREEMENT AMENDMENT NO.1

This MANAGEMENT SERVICES AGREEMENT AMENDMENT NO.1 (“Agreement”) is entered into as of January 18, 2021 (the “Effective Date”), by and between the following (each a “Party” and together the “Parties”):

Registered Address: ROOM 205, 2/F, BUILDING 17, LI ZE ROAD, FENG TAI DISTRICT, BEIJING 100073, CHINA

Registered Address: ROOM 201, BUILDING 5, NANFENG SHIGUANGYUAN, NO.168

TONGZIPO WEST ROAD, YUELU DISTRICT, CHANGSHA, HUNAN 410205, CHINA

RECITALS

This Agreement is entered into with reference to the following facts:

A. BEZL is a limited liability company incorporated under the laws of China. BEZL is 80% owned by BEIJING EZAGOO INDUSTRIAL DEVELOPMENT GROUP HOLDING LIMITED and 20% owned by HUNAN WANCHENG XINGYI INDUSTRIAL DEVELOPMENT CO., LTD. (collectively, the “Nominee Shareholders”). BEZL operate digital advertising network in China using flat-panel audiovisual television displays (together with any expansion, contraction or other change to the scope of that business as contemplated by this Agreement, the “Business”).

B. CETL is a limited liability company incorporated under the laws of China. CETL is 100% owned by EZAGOO LIMITED. CETL has executive and financial management experience and capability relevant to the Business.

C. BEZL desires to engage CETL to provide management, financial and other services in connection with the operation of the Business, and CETL desires to provide those services to BEZL. The Parties now desire to memorialize the terms and conditions pursuant to which those services will be provided by CETL to BEZL, and pursuant to which BEZL will compensate CETL therefor.

NOW, THEREFORE, in consideration for the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, and through friendly consultation, under the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of China, the Parties agree as follows:

AGREEMENT

1. Management Services. During the Term of this Agreement, CETL will identify and provide to BEZL executive and financial management personnel in sufficient numbers and with expertise and experience appropriate to provide the services identified in Appendix I, as it may be amended from time to time by written agreement of the Parties (the “Management Services”), and will provide those Services to BEZL. BEZL will take all commercially reasonable actions to permit and facilitate the provision of the Management Services by CETL and accept those Services.

2. Compensation to CETL. As compensation for providing the Management Services, CETL will be entitled to receive a fee (the “Management Services Fee”), upon demand, equal to one hundred percent (100%) of the annual Net Profit of BEZL during the Term of this Agreement. At the sole discretion of CETL, the Net Profit of BEZL shall be calculated through the end of the immediately preceding fiscal year of BEZL, and paid by BEZL to CETL within sixty (60) days of demand therefor. Until and unless such demand is made, the Management Services Fee is not due and payable to CETL and it is the intent of the Parties that the Fee represents shall not be accrued by BEZL. Any dispute between the Parties concerning any calculation or payment under this Section 2 will be resolved pursuant to the dispute resolution provisions of Section 15.

For the purpose of this agreement, Net Profit means the net profit of BEZL for the period immediately preceding the date for calculation of Net Profit set out in the Agreement, calculated as follows: (a) all revenue or income accrued by BEZL, less (b) all costs, accrued expenses and taxes paid or accrued and payable.

3. Ad Hoc Payment. The Parties acknowledge that in order to provide the Management Services under this Agreement, CETL may incur expenses and costs from time to time, and the Parties further agree that CETL may request an ad hoc payment every calendar quarter and such payment may be credited against BEZL’s future payment obligations of the Management Services Fee.

4. Credit for Amounts Paid Under Other Agreements. CETL and BEZL are or may be parties to certain other agreements, such as the Technical Service Agreement, some or all of which may require certain payments to be made by BEZL to affiliates and/or designee of CETL in consideration for services, equipment or other items of value provided by affiliates and/or designee of CETL. The Parties agree that any and all such amounts may be (a) separately paid by BEZL and accordingly counted as expenses of BEZL, reducing BEZL’s Net Profit; or (b) included in the aggregate Net Profit of BEZL and not separately paid to CETL.

5. Interest Penalty. If any amounts due and payable under this Agreement are not paid when due, interest will accumulate on such amounts at the rate of four percent (4%) per annum until paid. This interest penalty may be reduced or waived by the Party entitled to receive it in light of actual circumstances, including the reason for any delay in payment.

6. Guarantees. To the extent and only to the extent permitted by applicable law, each Party agrees to act as a guarantor of the indebtedness of the other, as and only as follows:

7. Exclusivity. During the Term of this Agreement, (a) BEZL will not contract with any other Person to provide services which are the same or similar to the Management Services. For purposes of this Section 7 only, “Person” does not include any Affiliate of either Party, including other entities that may become affiliated with either Party.

8. Operation of Business. During the Term of this Agreement:

9. Material Actions. The Parties acknowledge and agree that the economic risk of the operation of the Business is being substantially assumed by BEZL and that the continued business success of BEZL is necessary to permit the Parties to realize the benefits of this Agreement. During the Term of this Agreement, the Parties therefore will ensure that BEZL does not take any Material Action without the advance written consent of CETL, which consent will not be unreasonably withheld or delayed.

10. Transition of Business to CETL; Future Expansion. At the sole discretion of CETL, during the Term of this Agreement, CETL may transfer or cause to be transferred from BEZL to CETL or its designee (referred to collectively for purposes of this Section 10 as “CETL”) any part or all of the business, personnel, assets and operations of BEZL which may be lawfully conducted, employed, owned or operated by CETL (the “Transition”), including any of the following:

provided, however, that none of the foregoing, and no other part of the Transition may cause or have the effect of terminating (without being substantially replaced under the name of CETL) or adversely affecting any license, permit or regulatory status of BEZL. Any of the activity contemplated by this Section10 will be deemed part of the “Business.”

11. Ownership of Intellectual Property. All Intellectual Property created by CETL in the course of providing the Management Services will be the sole property of CETL and BEZL will have no right to any ownership or use of such Intellectual Property except under separate written agreement with CETL.

12. Representations and Warranties of BEZL. BEZL hereby makes the following representations and warranties for the benefit of CETL:

13. Representations and Warranties of CETL. CETL hereby makes the following representations and warranties for the benefit of BEZL:

14. Liability for Breach; Indemnification and Hold Harmless. Each of the Parties will be liable to the other Party for any damage or loss caused by such Party’s breach of this Agreement. BEZL will indemnify and hold harmless CETL from and against any claims, losses or damages unless caused by a breach by CETL of its obligations under this Agreement or by the willful, reckless or illegal conduct of CETL. CETL will indemnify and hold harmless BEZL from and against any claims, losses or damages caused by any breach by BEZL of its obligations under this Agreement or by the willful, reckless or illegal conduct of BEZL.

15. Dispute Resolution.

16. Term. This Agreement is effective as of the date first set forth above, and will continue in effect for a period of ten (10) years (the “Initial Term”), and for succeeding periods of the same duration (each, “Subsequent Term”), until terminated by one of the following means either during the Initial Term or thereafter. The period during which this Agreement is effective is referred to as the “Term.”

17. Miscellaneous.

[Signature Page Follows]

IN WITNESS HEREOF, the Parties have caused this Management Services Agreement to be executed in China as of the date first herein above mentioned.

For and on behalf of

BEIJING EZAGOO INDUSTRIAL DEVELOPMENT GROUP HOLDING LIMITED (Company chop)

For and on behalf of

HUNAN WANCHENG XINGYI INDUSTRIAL DEVELOPMENT CO., LTD. (Company chop)

For and on behalf of

CHANGSHA EZAGOO TECHNOLOGY LIMITED (Company chop)

For and on behalf of

BEIJING EZAGOO ZHICHENG INTERNET TECHNOLOGY LIMITED (Company chop)

APPENDIX I

Management Services

For purposes of that certain Management Services Agreement Amendment No.1 to which this is Appendix A, “Management Services” means the following:

General Management Services

“Management Services” includes the following general management services relating to the operation of the Business, except for those compulsively limited or prohibited by laws of China and regulations otherwise:

(a) All aspects of the day-to-day operations of BEZL, including its relationships with its customers, its performance under agreements or other arrangements with any other parties, its compliance with applicable laws and regulations;

(b) The appointment, hiring, compensation (including any bonuses, non-monetary compensation, fringe and other benefits, and equity-based compensation), firing and discipline of all employees, consultants, agents and other representatives of BEZL, including the Executive Director or the Board of Directors of BEZL and all other executive officers or employees of BEZL;

(c) Establishment, maintenance, termination or elimination of any plan or other arrangement for the benefit of any employees, consultants, agents, representatives or other personnel of BEZL;

(d) Management, control and authority over all accounts receivable, accounts payable and all funds and investments of BEZL;

(e) Management, control and authority over BEZL Bank Accounts, in connection with which all seals and signatures will be those of personnel appointed and confirmed by CETL;

(f) Any expenditure, including any capital expenditure, of BEZL;

(g) The entry into, amendment or modification, or termination of any contract, agreement and/or other arrangement to which BEZL is, was, or would become a party;

(h) The acquisition, lease or license by BEZL of any assets, supplies, real or personal property, or intellectual or other intangible property;

(i) The acquisition of or entry into any joint venture or other arrangement by BEZL with any other Person;

(j) Any borrowing or assumption by BEZL of any liability or obligation of any nature, or the subjection of any asset of BEZL to any Lien;

(k) Any sale, lease, license, retirement or other disposition of any asset owned, beneficially owned or controlled by BEZL;

(l) Applying for, renewing, and taking any action to maintain in effect, any permits, licenses or other authorizations and approvals necessary for the operation of BEZL’s business;

(m) The commencement, prosecution or settlement by BEZL of any litigation or other dispute with any other Person, through mediation, arbitration, lawsuit or appeal;

(n) The declaration or payment of any dividend or other distribution of profits of

(o) The preparation and filing of all Tax Returns, the payment or settlement of any and all Taxes, and the conduct of any proceedings with any Governmental Authority with respect to any Taxes; and

(p) The carrying out of the Transition, as defined in Section 10, and any business or corporate restructuring of BEZL or its subsidiaries.