SHARE EXCHANGE AGREEMENT AMENDMENT NO. 1

SHARE EXCHANGE AGREEMENT AMENDMENT NO. 1

THIS AMENDMENT (the “Amendment”) is made effective as of March 31, 2017 (the “Effective Date” herein).

BETWEEN:

TECHMEDIA ADVERTISING INC., a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at Xxx 000 Xxxxx Xxxx, #00-000, Xxxxxxxxx 000000

(the “Acquirer”);

AND:

IBASE TECHNOLOGY PRIVATE LIMITED, a corporation organized under the laws of Singapore and having an address for notice and delivery located at 0 Xxxxxxx Xxx, #00-00, Xxx Xxxxxxxx, Xxxxxxxxx 000000

(the “Company”);

AND:

FOOK KONG WAN, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 0 Xxx Xxxx Xxxxxxx, Xxxxxxxxx 000000

AND:

XXXXXX HIN XXX XXXX, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 00 Xxxxx Xxxxxxxxx, #00-00, Xxxx Xxxxx, Xxxxxxxxx 000000

AND:

MENG XXXX XXXXX, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 00 Xxxxxxxxxxx Xxxx, Xxxxxxxxx 000000

AND:

XXXXXX XXX-XXXX XXX, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 00 Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx 000000

AND:

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XXXXXX XXXX, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 000 Xxxxxxxxx Xxxxx Xxxxxx 0, #00-000, Xxxxxxxxx 000000

AND:

XXX XXXX TAY, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 000 Xxxxxxxx Xxxx, #00-00, Xxxxxxxx Xxxxxxx, Xxxxxxxxx 000000

AND:

XXXXX XXXX CHAN, a shareholder of IBASE Technology Private Limited, having an address for notice and delivery located at 00 Xxxxxxxx Xxxxx, #00-00, Xxxxxx Xxxxxxxx, Xxxxxxxxx 000000

(Fook Kong Xxx, Xxxxxx Hin Xxx Xxxx, Xxxx Xxxx Xxxxx, Xxxxxx Xxx-Xxxx Xxx, Xxxxxx Xxxx, Xxx Xxxx Tay and Xxxxx Xxxx Chan, each being hereinafter singularly referred to as a “Vendor” and collectively referred to as the “Vendors” as the context so requires”);

(the Vendors, the Company and the Acquirer being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires).

WHEREAS:

A.          The Parties entered into a Share Exchange Agreement dated December 16, 2016 (the “Share Exchange Agreement”) which proposed to carry out a transaction pursuant to which the Acquirer will acquire from the Vendors all of the issued and outstanding shares in the capital of the Company together with the further development of the Company’s business as a consequence thereof; and

B.          Article 6.2 of the Share Exchange Agreement provides that the latest closing date of the transactions contemplated therein shall occur no later than March 31, 2017, subject to an extension as may be mutually agreed to by the Parties for a maximum of 15 days per extension.

NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as follows:

Certain Definitions

1.          Unless otherwise defined herein or the context otherwise requires, capitalized terms not otherwise herein defined shall have the meanings ascribed to them in the Share Exchange Agreement.

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Amendments

2.          The Share Exchange Agreement is hereby amended as follows:

(a) section 6.1 of the Share Exchange Agreement entitled “Closing and Closing Date” is deleted in its entirety and replaced with the following:

“6.1          Closing and Closing Date. The closing (the “Closing”) of the acquisition of the Company Stock, as contemplated in the manner as set forth in Article “2” hereinabove, together with all of the transactions contemplated by this Agreement shall occur on March 31, 2018 (the “Closing Date”), or on such earlier or later Closing Date as may be agreed to in advance and in writing by each of the Parties hereto, and will be closed at the offices of solicitors for the Acquirer, XxXxxxxx LLP, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0, at 11:00 am (Vancouver time) on the Closing Date.”

(b) section 6.2 of the Share Exchange Agreement entitled “Latest Closing Date” is deleted in its entirety and replaced with the following:

“6.2          Latest Closing Date. If the Closing Date has not occurred by April 30, 2018 subject to an extension as may be mutually agreed to by the Parties for a maximum of 15 days per extension, then the Acquirer and the Vendors shall each have the option to terminate this Agreement by delivery of written notice to the other Party. Upon delivery of such notice, this Agreement shall cease to be of any force and effect except for Article “10” hereinbelow, which shall remain in full force and effect notwithstanding the termination of this Agreement.”

General Provisions

3.          This Amendment shall form a part of the Share Exchange Agreement for all purposes, and each of the Parties shall be bound hereby. From and after the Effective Date of this Amendment by the Parties, any reference to the Share Exchange Agreement shall be deemed a reference to the Share Exchange Agreement as amended by the Amendment.

4.          This Amendment constitutes the entire agreement between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise between the Parties with respect to the subject matter of this Amendment. Nothing in this section 4 will limit or restrict the effectiveness and validity of any document with respect to the subject matter of this Amendment that is executed and delivered contemporaneously with or pursuant to this Amendment.

5.          This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

6.          This Amendment may be signed by the Parties hereto in as many counterparts as may be necessary, and via facsimile or portable document format (pdf) email attachment if necessary, each of which so signed being deemed to be an original and such counterparts together constituting one and the same instrument and, notwithstanding the date of execution, being deemed to bear the Effective Date as set forth on the front page of this Amendment.

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IN WITNESS WHEREOF each of the Parties hereto has hereunto executed this Amendment as of the Effective Date as set forth on the front page of this Agreement.

IBASE TECHNOLOGY PRIVATE LIMITED		)
the Company herein,		)
		)
		)
Per:	/s/ Xxxxxx Xxx-Xxxx Xxx	)
Authorized Signatory		)
		)
Xxxxxx Xxx-Xxxx Xxx, Managing Director		)
(print name and title)
TECHMEDIA ADVERTISING INC.		)
the Acquirer herein,		)
		)
		)
Per:	/s/ Xxxxxxx Xxx	)
Authorized Signatory		)
		)
Xxxxxxx Xxx, CEO, CFO and Director		)
(print name and title)
SIGNED and DELIVERED by		)
FOOK KONG WAN, a Vendor		)
herein, in the presence of:		)
		)
/s/ Xxxxxx Xxx-Xxxx Xxx		)
Witness Signature		)	/s/ Fook Kong Wan
		)	FOOK KONG WAN
		)
Witness Address		)
		)
Xxxxxx Xxx-Xxxx Xxx, Director		)
Witness Name and Occupation		)

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SIGNED and DELIVERED by	)
XXXXXX HIN XXX XXXX, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxxxxx Xxx-Xxxx Xxx	)
Witness Signature	)	/s/ Xxxxxx Hin Xxx Xxxx
	)	XXXXXX HIN XXX XXXX
	)
Witness Address	)
	)
Xxxxxx Xxx-Xxxx Xxx, Director	)
Witness Name and Occupation	)
SIGNED and DELIVERED by	)
MENG XXXX XXXXX, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxxxxx Xxx-Xxxx Xxx	)
Witness Signature	)	/s/ Meng Xxxx Xxxxx
	)	MENG XXXX XXXXX
	)
Witness Address	)
	)
Xxxxxx Xxx-Xxxx Xxx, Director	)
Witness Name and Occupation	)
SIGNED and DELIVERED by	)
XXXXXX XXX-XXXX XXX, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxx Xxxx Tay	)
Witness Signature	)	/s/ Xxxxxx Xxx-Xxxx Xxx
	)	XXXXXX XXX-XXXX XXX
	)
Witness Address	)
	)
Xxx Xxxx Tay, Director	)
Witness Name and Occupation	)

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SIGNED and DELIVERED by	)
XXXXXX XXXX, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxxxxx Xxx-Xxxx Xxx	)
Witness Signature	)	/s/ Xxxxxx Xxxx
	)	XXXXXX XXXX
	)
Witness Address	)
	)
Xxxxxx Xxx-Xxxx Xxx, Director	)
Witness Name and Occupation	)
SIGNED and DELIVERED by	)
XXX XXXX TAY, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxxxxx Xxx-Xxxx Xxx	)
Witness Signature	)	/s/ Xxx Xxxx Tay
	)	XXX XXXX TAY
	)
Witness Address	)
	)
Xxxxxx Xxx-Xxxx Xxx, Director	)
Witness Name and Occupation	)
SIGNED and DELIVERED by	)
XXXXX XXXX CHAN, a Vendor	)
herein, in the presence of:	)
	)
/s/ Xxxxxx Xxx-Xxxx Xxx	)
Witness Signature	)	/s/ Xxxxx Xxxx Chan
	)	XXXXX XXXX XXXX
	)
Witness Address	)
	)
Xxxxxx Xxx-Xxxx Xxx, Director	)
Witness Name and Occupation	)