Item 1.01
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Entry into a Material Definitive Agreement
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Share Issuance Agreement
On November 26, 2018, American Education Center, Inc., a Nevada
corporation (the “Company”), entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with
China Cultural Finance Holdings Company Limited, a British Virgin Islands company and a shareholder of the Company (the “Holder”),
whereby the Company agreed to issue certain number of shares of common stock of the Company (“Common Stock”), par value
$0.001 per share, to the Holder in exchange for an RMB5,000,000 investment in the Company’s subsidiary, Qianhai Meijiao Education
Consulting Management Co., Ltd., a foreign wholly owned subsidiary incorporated pursuant to PRC laws. The transactions underlying
the Share Issuance Agreement were closed on the same day and the shares of Common Stock were issued to the Holder (the “CCFH
Share Issuance”).
Exchange Agreement
On November 26, 2018, the Company entered into an Exchange Agreement
(the “Exchange Agreement”) with the Holder, whereby the Company agreed to issue 12,500,000 shares of Series B Convertible
Preferred Stock of the Company (“Series B Preferred Stock”), par value $0.001 per share, and 7,500,000 shares of Common
Stock to the Holder in exchange for 500,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per
share, held by the Holder. The transactions underlying the Exchange Agreement were closed on the same day and 12,500,000 shares
of Series B Preferred Stock and 7,500,000 shares of Common Stock were issued to the Holder (the “Exchange Share Issuance”).
Manager Share Issuance Agreement
On November 26, 2018, the Company entered into a Manager Share
Issuance Agreement (the “Manager Share Issuance Agreement”) with Mr. Max P. Chen, the Chief Executive Officer, President,
and Chairman of the Board of the Company (“Mr. Chen”), whereby the Company agreed to reward Mr. Chen for his dedicated
services to the Company by issuing 12,500,000 shares of Series B Preferred Stock to him. The transactions underlying the Manager
Share Issuance Agreement were closed on the same day and 12,500,000 shares of Series B Preferred Stock were issued to Mr. Chen
(the “Executive Share Issuance”).
The foregoing description of the terms of the Share Issuance
Agreement, the Exchange Agreement, and the Manager Share Issuance Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the Share Issuance Agreement, the
Exchange Agreement, and the Manager Share Issuance Agreement, which are attached hereto as Exhibits 10.1, 10.2, and 10.3.