Amendment No. 2 to the Acknowledgment and Amendment Letter and the Original Agreement
Exhibit
10.23
Amendment No. 2 to the
Acknowledgment and Amendment Letter
and the Original
Agreement
THIS AMENDMENT NO. 2 (the “Amendment No.
2”) TO THE AMENDMENT NO.
1, ACKNOWLEDGMENT AND
AMENDMENT LETTER AND THE
ORIGINAL AGREEMENT (as defined below), is dated as of July 23, 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 and Amendment No.1 (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
|
A.
|
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 Original
Agreement) for a total consideration of $20,000 (“Purchase
Price”).
|
|
B.
|
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.
|
|
C.
|
On
May 19, 2010, the Parties entered into an Amendment to the Acknowledgment
and Amendment Letter and Original Agreement (“Amendment No.
1”), to further clarify 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.
|
|
D.
|
After
the execution of the Amendment No. 1, the Seller determined that one of
the subsidiaries, Global Computer Systems, Inc. (“Global”), which
was one of the Subsidiaries (as defined in the Original Agreement) that
the Parties understood would be included in Purchaser’s purchase of the
Subsidiaries, was inadvertently left out of the list of Seller’s companies
that were to included under the definition of “Subsidiaries” in Section
1.1(b) of the Original Agreement;
|
|
|
E.
|
By
executing this Amendment No. 2, the Parties intend to revise the
above-described discrepancy in the definition of “Subsidiaries” in
the Original Agreement to include Global as one of the Subsidiaries
purchased by Purchaser, and to revise the description of the “Subsidiaries’ Assets and
Liabilities” in Section 2.1 of the Original Agreement, as amended
in the Acknowledgment and Amendment Letter and Amendment No. 1, to include
all of the liabilities of Global, as part of the amount of liabilities of
the Subsidiaries that were assumed by Purchaser as part of this
transaction.
|
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 1.1(b) of the Original
Agreement shall be amended and replaced in its entirety as
follows:
“(b) “Subsidiaries” means, collectively, Digital Learning
Institute Inc., a Delaware corporation; Software Education of America, Inc., a
California corporation; XxXxxxxx Educational Services, Inc., a California
corporation; Digital Knowledge Works, Inc., a Delaware corporation; Coursemate,
Inc., a California corporation; and Global Computer Systems, Inc., a Delaware
corporation.”
2. The
Parties hereby further acknowledge and agree that Section 2.1 of the Original
Agreement, as amended in the Acknowledgment and Amendment Letter and Amendment
No. 1, 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
$1.959 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”).”
IN WITNESS WHEREOF, the
undersigned Parties have executed this Amendment No. 2 as of the date first
written above.
|
PURCHASER:
|
SELLER:
|
|
|
PmMaster
Beijing Software Co., Ltd
|
||
|
Name:
|
Name:
Xxxxxxx Xxx
|
|
|
Title:
|
Title:
Chief Executive
Officer
|
2
