Item
1.01 Entry into a Material Definitive Agreement
Share
Purchase Agreement
On
September 8, 2022, American Education Center, Inc., a Nevada corporation (the “Company”) entered in to a share purchase agreement
with its former Chief Executive Officer, Mr. Max P. Chen (the “Buyer”), pursuant to which, the Buyer acquired 100% of the
equity interest of American Education Center, Inc., a New York corporation and a subsidiary of the Company (the “AEC New York”)
from the Company for an aggregate purchase price of $100.00 (the “SPA”). The transaction contemplated in the SPA closed on
September 8, 2022.
The
SPA contains customary representations, warranties and agreements of the Company and the Buyer. A form of the SPA is attached hereto
as Exhibit 10.1. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Subscription
Agreement
On
September 8, 2022, the Company entered in to a subscription agreement with China Cultural Finance Holdings Company Limited (the “China
Cultural”), pursuant to which, China Cultural purchased 133,333,334 shares of common stock of the Company, par value $0.001 per
share (the “Common Stock”), at a price of $0.0075 per share in consideration for (i) an aggregate price of $1,000,000 and
(ii) assignment, conveyance and transfer of all Assets (as defined below) to the Company (the “Subscription Agreement”).
“Assets” means all of assets, properties and rights with respect to the business of the Company, whether personal or real,
tangible or intangible, contractual or legal (without regard to the form of recordation or state of completion), including, without limitation,
copyrights, patents, service marks, trademarks, trade names, technology rights and licenses, computer software (including without limitation
any source or object codes therefor or documentation relating thereto), websites, domain names, corporate names, company names, business
names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark registrations,
and applications for trademark or service mark registrations and any new renewals thereof, trade secrets, franchises, know-how, inventions,
designs, specifications, plans (including marketing plans, financing plans, design plans and commercialization plans), drawings, marketing
studies, creative materials and intellectual property rights and all such other rights held by China Cultural in relation to the Company
and its business. The transaction contemplated in the Subscription Agreement closed on September 8, 2022.
The
Subscription Agreement contains customary representations, warranties and agreements of the Company and China Cultural. A form of the
Subscription Agreement is attached hereto as Exhibit 10.2. The foregoing is only a brief description of the material terms of the Subscription
Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified
in its entirety by reference to such exhibit.
Debt
Conversion Agreement
On
September 8, 2022, the Company entered in to a debt conversion agreement with China Cultural, pursuant to which, effective on September
8, 2022, China Cultural agreed to convert the entire outstanding amount of RMB ￥6,657,616.67 under certain loan agreements between
the Company and China Cultural, into shares of the Common Stock at a conversion price of $0.0075 per share for a total of 131,508,477
shares of Common Stock (the “Debt Conversion Agreement”).
The
Debt Conversion Agreement contains customary representations, warranties and agreements of the Company and China Cultural. A form of
the Debt Conversion Agreement is attached hereto as Exhibit 10.3. The foregoing is only a brief description of the material terms of
the Debt Conversion Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder
and is qualified in its entirety by reference to such exhibit.
