AMENDMENT TO SHARE EXCHANGE AGREEMENT BY AND AMONG AmericanEducation Center Inc. AECSouthern Management Co., LTD AND Personslisted in Exhibit A hereof DATE:March 27, 2017 RECITALS
Exhibit 10.1
AMENDMENT TO
SHARE EXCHANGE AGREEMENT
BY AND AMONG
American Education Center Inc.
AEC Southern Management Co., LTD
AND
Persons listed in Exhibit A hereof
DATE: March 27, 2017
RECITALS
WHEREAS, This Share Exchange Agreement, dated as of November 8, 2016 (the “Exchange Agreement”), was made by and among American Education Center Inc., a Nevada corporation (the “Acquiror Company” or “AEC Nevada”), AEC Southern Management Co., LTD, a company formed pursuant to the laws of England and Wales (the “Acquiree Company” or “AEC England and Wales”), and Persons listed in Exhibit A of the Exchange Agreement, which consist of all of the shareholders of the Acquiree Company at the date of the Exchange Agreement and certain Person receiving Service Shares (as defined in the Exchange Agreement) (each an “Original Party” and together, “Original Parties”).
WHEREAS, the Acquiror Company, the Acquiree Company, and each of the Original Parties desire to amend the Exchange Agreement as follows.
NOW THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTS
1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Exchange Agreement.
2. Effective Date and Amendments. The parties hereto acknowledge, consent to, and agree to the following:
2.1 The Effective Date of the Exchange Agreement shall be October 31, 2016.
2.2 Section 3.1 of the Exchange Agreement is hereby replaced in its entirety as follows:
Closing Date. The closing of the Share Exchange (the “Closing”) shall take place at 10:00 a.m. Eastern Time on October 31, 2016 (the “Closing Date”), at the office of Acquiror Company, 2 Wall Street Fl. 8, New York, NY 10005.
2.3 The Exhibit A of the Exchange Agreement shall be replaced in its entirety with the following:
Exhibit A
Shareholders of Acquiree Company at the date of the Share Exchange
No. | Name | Shares of Acquiree Company | No. of Acquiror Company Shares to be received upon closing of the Share Exchange | |||||||
1 | Ye Tian | 5,100 | 750,000 | |||||||
2 | Rongxia Wang | 4,900 | 750,000 | |||||||
Total: | 10,000 | 1,500,000 |
Person to Receive Service Shares
Name | No. of Acquiror Company Shares to be received upon closing of the Share Exchange | |||
Yangying Zou | 1,500,000 | |||
3. Miscellaneous. Except as modified and amended pursuant to this Amendment, the Exchange Agreement shall remain in full force and effect, and each party hereto ratifies the Exchange Agreement as amended hereby. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all the parties reflected hereon as signatories.
[Intentionally left blank below;
signature pages to follow]
IN WITNESS WHEREOF, this Amendment to Share Exchange Agreement has been duly executed as of the date first written above.
Original Parties: | ||
/s/ Ye Tian | ||
Ye Tian | ||
/s/ Rongxia Wang | ||
Rongxia Wang | ||
/s/ Yangying Zou | ||
Yangying Zou |
Acquiror Company | ||
American Education Center Inc. | ||
By: | /s/ Max P. Chen | |
Name: | Max P. Chen | |
Title: | President | |
Acquiree Company | ||
AEC Southern Management Co., LTD | ||
By: | Qi Wu | |
Name: | /s/ Qi Wu | |
Title: | CEO |