Exhibit 4.18


 


FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT


 


This
First Amendment to Share Exchange Agreement (this “Amendment”) is made and entered into as of April 8, 2020, by and
among (i) Hebron Technology Co., Ltd., a British Virgin Islands company, (the “Purchaser”), (ii) Beijing Heng-Tai-Pu-Hui
Information Service Co. Ltd, a company incorporated under the law of the People’s Republic of China (“PRC”) (the
“Company”) and (iii) each of the shareholders of the Company named on Exhibit A to the original Share Exchange Agreement
(collectively, the “Sellers”). The Purchaser, the Company and the Sellers are sometimes referred to herein individually
as a “Party” and collectively, as the “Parties”. All capitalized terms used but not defined herein shall
have the meaning ascribed thereto in the original Share Exchange Agreement.


 


RECITALS:


 


WHEREAS, the
Purchaser, the Company and the Sellers executed and delivered that certain Share Exchange Agreement, dated as of December 15, 2019
(the “Share Exchange Agreement”); capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement; and


 


WHEREAS, the
Parties now wish to amend the Share Exchange Agreement to provide, among other things,
that 100% of the Purchase Price will be paid at the Closing of the Share Exchange Agreement, as set forth herein.


 


NOW THEREFORE,
in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and agreements set forth
herein, the Parties hereto agree as follows:


 


Section 1. 
Amendment to Section 2.2 (Closing). The first paragraph of Section 2.2 of the Share Exchange
Agreement is hereby amended by deleting such paragraph in its entirety and substituting in lieu thereof the following new first
paragraph of Section 2.2:


 


“The closing of
the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Kaufman & Canoles,
P.C., Two James Center, 14th Floor, 1021 East Cary Street, Richmond, Virginia 23219, at 4:00 p.m., Eastern Time, on the second
Business Day after all conditions to the Closing set forth in hereof have been satisfied or waived, or such other place, time or
date as the Purchaser and the Sellers agree in writing. The date of the Closing shall be referred to herein as the “Closing
Date.” In addition to those obligations set forth elsewhere in the Agreement, at the Closing:”


 


Section
2. Amendment to Section 2.3 (Purchase Price). Section 2.3(b)
of the Share Exchange Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof
the following new Section 2.3(b):


 


“(b)Each Seller
shall receive its pro rata share of the Purchaser Shares based on the percentage of the Exchange Shares owned by such Seller as
compared to the total number of the Exchange Shares owned by all Sellers (such Seller’s “Pro Rata Share”). The
Parties agree that the payment of the Purchase Price and delivery of the Purchaser Shares to the Sellers shall be made as follows:
all (100%) of the Purchase Price by way of delivery of the Purchaser Shares shall be made at the Closing Date.”


 






     


     


    

 


Section 3. Future
References. All future references to the Share Exchange Agreement shall be deemed to refer to the Share Exchange Agreement
as amended hereby.


 


Section 4. No
Other Changes. Except as expressly amended and modified herein, all terms, covenants and provisions of the Share Exchange
Agreement shall remain unaltered and in full force and effect, and the Parties hereto expressly ratify and confirm the Share Exchange
Agreement as modified herein.


 


Section 5. 
Entire Agreement. This Amendment constitutes the full and entire understanding and agreement between the Parties
with regard to the subjects hereof and thereof, and no Party shall be liable or bound to any other Party in any manner by any warranties,
representations or covenants except as specifically set forth herein or therein.


 


Section 6. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile or by PDF formatted page sent by electronic mail shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


[SIGNATURE
PAGE TO FOLLOW]






    2


     


    

 


IN WITNESS WHEREOF,
each Party has caused this Amendment to be duly executed by their respective authorized officers as of the day first above written.


 


	 	The Purchaser:
	 	 
	 	Hebron Technology Co., Ltd.
	 	 
	 	By:	/s/
	 	 	Name: Anyuan Sun
	 	 	Title: Chief Executive Officer


 


	 	By:	 
	 	 	Name: Changjuan Liang
	 	 	Title: Chief Financial Officer


  


	 	The Company:
	 	 
	 	Beijing Heng-Tai Pu-Hui Information Service Co. Ltd
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	
          

        The Sellers:

	 	 
	 	Guoya Asset Management Co. Ltd. (BVI)


 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


	 	HongKong D&L Technology Co., Limited


 


	 	By:	 
	 	 	
        Name:

        Title:



 


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