EXHIBIT 10.1
SECOND AMENDED SHARE EXCHANGE AGREEMENT
THIS SECOND AMENDED SHARE EXCHANGE AGREEMENT, dated as of the 12th day of April
2008, to be effective as of the 16th day of November 2007 (the "Agreement"), by
and among Nutradyne Group, Inc. (formerly Digital Learning Management
Corporation), a Delaware corporation (the "Company"); Changchun Yongxin Dirui
Medical Co., Ltd, a China corporation ("Yongxin"); and all of the shareholders
of Yongxin, each of whom has executed a counterpart signature page to this
Agreement (each, a "Shareholder" and collectively, the "Shareholders"). The
Company, Yongxin and the Shareholders are collectively referred to herein as the
"Parties."
W I T N E S S E T H:
WHEREAS, the Parties entered into that certain Share Exchange Agreement dated as
of December 21, 2006, as amended on June 15, 2007 (the "Prior Agreement");
WHEREAS, it was improperly documented that the Shareholders and the Company
agreed that the Shareholders sold and the Company acquired 100% of the equity
interest of Yongxin;
WHEREAS, the Shareholders own all of the issued and outstanding capital of
Yongxin, which in turn wholly owns Jilin ProvinceYongxin Chain Drugstore Ltd, a
company formed under the laws of the People's Republic of China (the
"Subsidiary");
WHEREAS, the Company in fact desired to acquire from Shareholders, and
Shareholders desired to sell to the Company, only 80% of the equity interest of
Yongxin in exchange for the issuance by the Company of an aggregate of
21,000,000 shares of Company Common Stock and 5,000,000 shares of the Company
Preferred Stock (the collectively, the "Company Shares") (after the consummation
of that 12 for 1 reverse split of the Company Common Stock effected on October
24, 2007) to the Shareholders and/or their designees on the terms and conditions
set forth herein (the "Exchange").
WHEREAS, the Parties desire to amend the Prior Agreement by entering into this
Agreement;
NOW, THEREFORE, in consideration, of the promises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
1. The definition of Yongxin Shares as set forth in the Prior Agreement be
revised to refer only 80% of the outstanding equity interest of Yongxin.
2. Section .3 under .1 of "THE EXCHANGE" in the Prior Agreement, which
stated:
.3 Each Yongxin Shareholder agrees to contribute, transfer, assign and
convey at Closing all of their Yongxin Shares to the Corporation,
together with all other rights, claims and interests he or she may have
with respect to Yongxin or its respective assets, and all claims he may
have against its officers and directors, including, but not limited to,
all rights to unpaid dividends and all claims and causes of action
arising from or in connection with the ownership of Yongxin Shares or its
issuance, excluding any right, claim or interest of same arising under
this Agreement or in connection with the transaction contemplated by this
Agreement. Each Yongxin Shareholder shall deliver to Yongxin all of his
evidence of ownership representing the Yongxin Shares, together with
legally valid transfer authority therefore, duly executed in blank, to be
held by Yongxin for delivery at Closing.
is hereby amended and restated as follows:
.3 The Yongxin Shareholders agree to contribute, transfer, assign and
convey at Closing the Yongxin Shares to the Company and all claims he may have
against Yongxin's officers and directors, including, but not limited to, all
rights to unpaid dividends and all claims and causes of action arising from or
in connection with the ownership of the Yongxin Shares or its issuance,
excluding any right, claim or interest of same arising under this Agreement or
in connection with the transaction contemplated by this Agreement. Each Yongxin
Shareholder shall deliver to Yongxin all of his evidence of ownership
representing the Yongxin Shares, together with legally valid transfer authority
therefore, duly executed in blank, to be held by Yongxin for delivery at
Closing.
3. Schedule 4.1 is amended and restated in its entirety, as attached hereto.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first set forth above.
NUTRADYNE GROUP, INC. (formerly DIGITAL LEARNING
MANAGEMENT CORPORATION)
By: /S/ UMESH PATEL
-----------------------------------------
Name: Umesh Patel
Title: Former Chief Executive Officer of
Digital Learning Management Corporation
CHANGCHUN YONGXIN MEDICAL GROUP, LTD.
By: /S/ YONGXIN LIU
-----------------------------------------
Name:
Title: Chief Executive Officer
[SIGNATURE PAGES FOR SHAREHOLDERS FOLLOW]
CHANGCHUN YONGXIN DIRUI MEDICAL GROUP, LTD.
SHAREHOLDERS' SIGNATURE PAGE TO
SECOND AMENDED SHARE EXCHANGE AGREEMENT
Dated April 12, 2008, effective as of November 16, 2007
Among Nutradyne Group, Inc. (formerly Digital Learning Management Corporation),
Changchun Yongxin Dirui Medical Gropup, Ltd., and
The Shareholders of Changchun Yongxin Dirui Medical Group, Ltd.
The undersigned Shareholder hereby executes and delivers the Second Amended
Share Exchange Agreement (the "Agreement") to which this Signature Page is
attached, which, together with all counterparts of the Agreement and Signature
Pages of the other parties named in said Agreement, shall constitute one and the
same document in accordance with the terms of the Agreement.
/S/ YONGXIN LIU
_____________________________________________________
(Signature)
_____________________________________________________
(Type or print name)
______________________________________________________
(Type or print name as it should appear on certificate,
if different)
Address: ________________________________________________
Telephone: (___) __________________________________________
Facsimile: (___) __________________________________________
Equity Interest of Yongxin Held: __________________
CHANGCHUN YONGXIN DIRUI MEDICAL GROUP, LTD.
SHAREHOLDERS' SIGNATURE PAGE TO
SECOND AMENDED SHARE EXCHANGE AGREEMENT
Dated April 12, 2008, effective as of November 16, 2007
Among Nutradyne Group, Inc. (formerly Digital Learning Management Corporation),
Changchun Yongxin Dirui Medical Gropup, Ltd., and
The Shareholders of Changchun Yongxin Dirui Medical Group, Ltd.
The undersigned Shareholder hereby executes and delivers the Second Amended
Share Exchange Agreement (the "Agreement") to which this Signature Page is
attached, which, together with all counterparts of the Agreement and Signature
Pages of the other parties named in said Agreement, shall constitute one and the
same document in accordance with the terms of the Agreement.
/S/ YONGXIN LIU
_____________________________________________________
(Signature)
_____________________________________________________
(Type or print name)
______________________________________________________
(Type or print name as it should appear on certificate,
if different)
Address: ________________________________________________
Telephone: (___) __________________________________________
Facsimile: (___) __________________________________________
Equity Interest of Yongxin Held: __________________
Schedule 4.1 is amended to read in full as follows:
SCHEDULE 4.1
YONGXIN CAPITAL OWNERSHIP SCHEDULE
% Equity Interest of % Equity Interest of Yonxin % Equity Interest of Yongxin
Yongxin owned Prior to Transferred to Company Upon Owned after Closing of Share
Name Share Exchange Closing of Share Exchange Exchange
- ------------------------- --------------------------- -------------------------------- ----------------------------------
Yongxin Liu 51% 40% 11%
Yongkui Liu 49% 40% 9%
TOTAL 100% 80%