Loan Contribution Agreement
This Loan
Contribution Agreement (this “Agreement”) is
entered into on this 26th day of
November, 2010, between Ossen Innovation Co., Ltd., a company duly formed and
validly existing under the laws of the British Virgin Islands (“Ossen Innovation”),
Topchina Development Group, Ltd., a company duly formed and validly existing
under the laws of the British Virgin Islands and a wholly owned subsidiary of
Ossen Innovation (“Topchina”), Ossen
Group (Asia) Co., Ltd., a company duly formed and validly existing under the
laws of the British Virgin Islands and a wholly owned subsidiary of Ossen
Innovation (“Ossen Asia” and,
collectively with Ossen Innovation and Topchina, the “Company”) and Xx.
Xxxxx Xxxx.
WHEREAS,
Xx. Xxxx provided a one-time interest-free loan (the “Loan”) to Topchchina
and Ossen Asia in connection with an investment in the Company’s subsidiary,
Ossen Innovation Materials Co. Ltd., by Topchchina and Ossen Asia; and
WHEREAS,
Xx. Xxxx is a shareholder of Ossen Innovation.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Amount. The
outstanding amount due under the Loan is approximately $12,924,000 (the “Loan
Balance”).
2. Cancellation. The
Loan is hereby cancelled and forgiven, and the Loan Balance shall be treated as
a contribution to the capital of Ossen Innovation. The Company is
hereby fully released from its obligations under the Loan and the Loan is hereby
extinguished and discharged.
3. Entire
Agreement. This Agreement supersedes any other agreement,
whether written or oral, that may have been made or entered into by any party
relating to the matters contemplated by this Agreement and constitutes the
entire agreement by and among the parties hereto.
4. Applicable
Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the People’s Republic
of China, without giving effect to principles of conflicts of law.
5. Counterparts. This
Agreement may be executed in one or more counterparts, each of which when
executed shall be deemed to be an original, but all of which shall constitute
but one and the same agreement. Facsimile transmission of any signed
original document and/or retransmission of any signed facsimile transmission
will be deemed the same as delivery of an original.
[Signature
page follows]
IN
WITNESS WHEREOF the parties have hereunto executed this Agreement the day and
year first above written.
OSSEN
INNOVATION CO., LTD.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
TOPCHINA
DEVELOPMENT GROUP, LTD.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
OSSEN
GROUP (ASIA) CO., LTD.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
___________________
By: Xxxxx
Xxxx
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