AMENDMENT TO SHARE CONTRIBUTION AND PURCHASE AGREEMENT
AMENDMENT
TO
SHARE CONTRIBUTION AND PURCHASE AGREEMENT
This AMENDMENT (the “Amendment”) is entered into as of September 5, 2012, by and among the following parties to amend that certain Share Contribution and Purchase Agreement entered into by and among the following parties as of April 21, 2012 (the “Agreement”):
Mr. Guangwen He, the Chairman of HQ Global Education Inc (“HQGE”), whose PRC ID card number is 430124196807081491 and residential address is Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Town, Ningxiang County, Changsha City, Hunan Province, China;
Xx. Xxxxx Xxxxx, the spouse of Mr. He, whose PRC ID card number is 43012419660828144X and residential address is Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Town, Ningxiang County, Changsha City, Hunan Province, China;
Nicestar International Limited, a company incorporated in the British Virgin Islands with limited liability, whose registered address is 0xx Xxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
Global Polytechnic Education Group Limited, a company incorporated in the British Virgin Islands, whose registered address is X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
Certain registered shareholders of HQGE as listed in Schedule 1 and Schedule 2 attached to the Agreement.
NOW THEREFORE, pursuant to Section 17 of the Agreement, the parties agree to amend the Agreement as follows:
1. Amendment. Effective as of the date of this Amendment, the Recital C of the Agreement shall be amended and restated in its entirety to read as follows:
“The Selling Shareholders have agreed to sell to the Company, and the Company has agreed to purchase 4,976,000 HQGE Shares on April 23, 2012 and 4,355,500 HQGE Shares to be closed on or before September 5, 2012 or any other date as the Parties agree on, totaling 9,331,500 HQGE Shares (“Sale Shares”), subject to the terms and conditions set out in this Agreement (the “Share Transfers”)”
Effective as of the date of this Amendment, the second paragraph of the Section 3.1 of the Agreement shall be amended and restated in its entirety to read as follows:
“Subject to the satisfaction or waiver of the Conditions set forth in Section 7, on or before September 5, 2012 or any other date as the Parties agree on (the “Second Closing Date”), each Selling Shareholder as set forth on Schedule 2 shall sell to the Company and the Company shall purchase the 4,355,500 HQGE Shares held by such Selling Shareholders as set forth on Schedule 2 at the Purchase Price in cash, free and clear of all liens, claims, Encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto.”
Effective as of the date of this Amendment, the last sentence of the Section 5 of the Agreement shall be amended and restated in its entirety to read as follows:
“In case the Company does not make full payments to the Selling Shareholders as set forth in Schedule 2 on or before September 5, 2012 or any other date as the Parties agree on, the exclusivity stated under Section 5 shall expire upon the choice of the Selling Shareholders.”
Effective as of the date of this Amendment, the Section 8.1.A of the Agreement shall be amended and restated in its entirety to read as follows:
“by either party, if the Closing has not occurred by September 5, 2012 or any other date as the Parties agree on, provided that the terminating party is not in material breach of any of the Transaction Documents”
Effective as of the date of this Amendment, the heading of the Schedule 2 attached to the Agreement shall be amended and restated in its entirety to read as follows:
“NAME LIST OF SELLING SHAREHOLDERS WHO HAVE AGREED TO CLOSE THE TRANSACTION ON OR BEFORE SEPTEMBER 5, 2012 OR ANY OTHER DATE AS THE PARTIES AGREE ON”
2. Full Force and Effect. Except as amended hereby, the Agreement remains in full force and effect and the terms, covenants and conditions set forth therein are hereby ratified, confirmed and restated as if fully set forth herein.
3. Counterparts; Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument. Any signature to this Amendment that is sent by facsimile, PDF file (or other similar imaging software) via electronic mail, or other similar means, shall be considered valid and binding.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
| By: | ||
| Name: Guangwen He | ||
| By: | ||
| Name: Xxxxx Xxxxx | ||
| NICESTAR INTERNATIONAL LIMITED |
| By: | ||
| Name: Guangwen He | ||
| Title: Sole Director | ||
|
GLOBAL POLYTECHNIC EDUCATION GROUP LIMITED |
| By: | ||
| Name: Guangwen He | ||
| Title: Director | ||
SELLING SHAREHOLDER:
| Name: Wenbiao Song | |
| Address: | |
| Xx.00, Xxxxxxxxxxxx Xxxxxx | |
| Xxxxxx Xxxxxxxx, Xxxxxxx, X.X.Xxxxx |
SELLING SHAREHOLDER:
| Name: Xxxxxxx Xxx | |
| Xxxxxxx: | |
| Xxxxx 00, Xxxxxxxx X, Xxxxxxx Xxxxx Xxxxx | |
| Xx.00, Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx | |
| Xxxxxxx, 000000, P.R.China |
SELLING SHAREHOLDER:
| Name: Saimeng Wang | |
| Address: | |
| Xxxx 0000, Xxxxxx International Center, Xxxxxxxx | |
| Xx.0, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx | |
| Beijing, 100022, P.R.China |
SELLING SHAREHOLDER:
| Infinity Wealth Management Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Xxxxxxx Xxxx Xxx 000000-0 | ||
| Xxxxxxx, 000000, X.X.Xxxxx | ||
SELLING SHAREHOLDER:
| Name: Xxx Xxx | |
| Address: | |
| 342, Xx.00, Xxxxxxxx Xxxxxx | |
| Xxxxxx Xxxxxxxx, Xxxxxx Xxxx | |
| Liaoning Province, P.R.China |
SELLING SHAREHOLDER:
| Name: Xxxx Xxxx | |
| Address: | |
| Floor 21, New Poly Plaza | |
| Xx.0 Xxxxxxxxxxx Xxxxx Xxxxxx | |
| Xxxxxxxxx Xxxxxxxx, Xxxxxxx, X.X.Xxxxx |
SELLING SHAREHOLDER:
| Name: Xxxx Xxxx | |
| Address: | |
| Xxxx 000, Xxxxxxx Xxxxx International Plaza | |
| Chaowai Street, Beijing, 100020, P.R.China |
SELLING SHAREHOLDER:
| Best Olympic Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Xxxx 000, Xxxx 0, Xxxxxxxx 00 | ||
| Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, | ||
| Xxxxxxx, 000000, P.R.China | ||
SELLING SHAREHOLDER:
| American First United Investment Group | ||
| Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Xxxx 00, 0xx Xxxxx, Xxx Xxxxx Xxxxx | ||
| 00 Xxx Xxxxxx | ||
| Xxxxxxx Xxxx Xxxx | ||
SELLING SHAREHOLDER:
| Name: Xxxxxxx Xxxx | |
| Address: | |
| Xxxx 0, Xxxxx 00, Xxxx 0, Xxxxxxxx 0 | |
| Xxxxxxxxxxx BL, Xx.0, Xxxxxxxxxxxx | |
| Xxxxxxx, 000000, X.X.Xxxxx |
SELLING SHAREHOLDER:
| Greater Dynasty Int'l Financial Holdings | ||
| Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Xxxx 0000, Xxxxxx Xxxxxxxx, X Xxxxx | ||
| Xxxxxxx Xxxxxxx Xxxxxxxxxx MDL | ||
| Beijing, 100020, P.R.China | ||
SELLING SHAREHOLDER:
| Name: Xxxx Xxx | |
| Address: | |
| Rm. 13 Door. 1 Xxxx. 00 | |
| Xxxxx Xxxx XX 0Xxxxxxxx Xxxxx. | |
| Xxxxxxx 000000 Xxxxx |
SELLING SHAREHOLDER:
| Name: Shangxun Xxxxx | |
| Address: | |
| Xxxx 000, Xxxxxxxx 00, Xxxxx Xxxxxx Xx. | |
| No. 8, Wusheng Road (N), Xxxxxxxx Xxxxxxxx | |
| Xxxxxxx 000000 Xxxxx |
SELLING SHAREHOLDER:
| Name: Xxxxxxxx Xxx | |
| Address: | |
| Xxxx 000, Xxxxx 0, Xxxxxxxx 0, Xxxx Xxxxxx | |
| Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx | |
| 000000 Xxxxx |
