Amendment to the Acknowledgment and Amendment Letter and the Original Agreement
Exhibit
10.21
Amendment to the
Acknowledgment and Amendment Letter
and the Original
Agreement
THIS AMENDMENT
(the “Amendment”) TO THE ACKNOWLEDGMENT AND
AMENDMENT LETTER AND THE ORIGINAL
AGREEMENT (both as defined
below), is dated as of May
19, 2010, by and between China Yongxin
Pharmaceuticals Inc., a Delaware corporation (the “Seller”) and PmMaster Beijing Software Co.,
Ltd (the “Purchaser”) (collectively, the “Parties”). Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to them
in the Stock Purchase Agreement by and between the Seller and Purchaser on March
1, 2010 (the “Original Agreement”)
and/or in the Acknowledgment and Amendment Letter (as defined
below). Subject to the modifications and amendments provided
herein, all other terms of the Original Agreement shall remain in full
force and effect.
RECITALS
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A.
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On
March 1, 2010, pursuant to the Original Agreement, Purchaser purchased
from Seller and Seller sold, transferred and delivered to Purchaser, all
of the equity interests in the Subsidiaries (as defined in the Agreement)
for a total consideration of $20,000 (“Purchase
Price”).
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B.
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On
May 15, 2010, the Parties entered into an Acknowledgment and Amendment
Letter (the “Acknowledgment and
Amendment Letter”) to amend Section 2.2 of the Original Agreement
to clarify that the Purchase Price was paid by the Purchaser to purchase
the Subsidiaries, including all of the assets and liabilities of the
Subsidiaries.
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C.
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For the sake of further clarity,
the Parties wish to execute this Amendment to further amend the Original
Agreement, as amended by the Acknowledgment and Amendment Letter, to
specify that in exchange for the Purchase Price, Purchaser is: (1)
purchasing the Shares, (2) purchasing all of the assets of the
Subsidiaries, and (3) assuming all of the liabilities of the
Subsidiaries.
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NOW,
THEREFORE, in consideration of the mutual covenants
and agreements contained in this Amendment, the parties, intending to be legally
bound, hereby agree as follows:
1. The Parties hereby acknowledge and agree
that Section B. of the
Recitals in the Original Agreement shall be amended and replaced in its entirety
as follows:
“B. In
consideration of the covenants and agreements set forth herein, Seller desires
to sell the Shares and the Subsidiaries’ Assets and Liabilities (as both terms
are defined below) to Purchaser and Purchaser desires to purchase the Shares and
the Subsidiaries’ Assets and Liabilities from Seller on the terms and conditions
set forth in this Agreement (this transaction is hereinafter referred to as the
“Sale”).”
2. The Parties hereby further
acknowledge and agree that Section 2.1 of the Original Agreement, and
Section 2.2 of the
Original Agreement, as amended in the Acknowledgment and
Amendment Letter, shall
each be amended and replaced in their entirety as
follows:
“Section 2.1 Sale of
Subsidiaries. Subject to the terms
and conditions of this Agreement, and in consideration of the covenants and
agreements set forth herein (including the waiver set forth in Article 3
hereof), on the Effective Date, Purchaser shall purchase and assume from Seller,
and Seller shall sell, transfer, assign and deliver to Purchaser: (a) all of the assets of the Subsidiaries, including the
Digital Learning Institute software platform, and (b) all of the liabilities of the Subsidiaries in the approximate
amount of $1.9 million (collectively, the “Subsidiaries’
Assets and Liabilities”). In connection with the
Sale, Seller shall sell, transfer and deliver and Purchaser shall purchase and
acquire the Shares, free and clear of all options, pledges, security
interests, voting trusts or similar arrangements, liens, charges or other
encumbrances or restrictions of any kind whatsoever (collectively, “Encumbrances”).”
“Section 2.2 Purchase
Price. In consideration for the Subsidiaries’ Assets and
Liabilities and the Shares, Purchaser shall pay by wire transfer to
Seller the sum of $20,000.”
IN WITNESS
WHEREOF, the undersigned
Parties have executed this Amendment as of the date first written
above.
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PURCHASER:
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SELLER:
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PmMaster
Beijing Software Co., Ltd
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/s/ Xxxx Gang
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/s/ Yongixin Liu
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Name:
Xxxx
Gang
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Name:
Xxxxxxx Xxx
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Title:
Chief Executive Officer
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Title:
Chief Executive Officer
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