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8-K - FORM 8-K - AMERICAN EDUCATION CENTER, INC.v462674_8-k.htm

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