AMENDMENT TO SHARE CANCELLATION AND LOAN AGREEMENT
Exhibit 10.8
AMENDMENT
TO SHARE CANCELLATION AND LOAN AGREEMENT
THIS
AMENDMENT TO THE SHARE CANCELLATION AND LOAN AGREEMENT dated as of December 24,
2009, by and between Covenant Group Holdings Inc. ("CGH") and Xxxx Xxxxx
("Xxxxx") (the “Amendment”).
The
parties acknowledge that pursuant to the referenced agreement, CGH was the maker
of a note (the “Note”) payable to Sidhu in the principal amount of $190,000 of
which $90,000 of the principal amount was paid down to Sidhu by CGH following
the Note’s execution. Accordingly, $100,000 in principal amount of
the Note remains due and outstanding. The agreement also permits
Sidhu to keep a share certificate in Sidhu’s record name reflecting 500,000
shares of Covenant Group of China Inc. (formerly known as Everest Resources
Corp.) common stock (the “Common Stock”) as collateral for the
Note. The Note is due and payable on March 24, 2010.
In
consideration for Sidhu’s cancellation of the Note, particularly the remaining
$100,000 due and outstanding, Sidhu agrees to return the collateral or the above
referenced share certificate, and CGH and Covenant Group of China Inc. shall
cancel such share certificate and have re-issued a new share certificate
representing 300,000 shares of unregistered common stock of Covenant Group of
China Inc. in the record name of Sidhu or his designee, which shall be the
consideration by CGH to Sidhu for this Amendment.
This
Amendment shall be governed under Pennsylvania law without regard to its choice
of law rules and may be executed in counterparts.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment of the date first above written.
COVENANT GROUP HOLDIINGS INC. | ||
By: | /s/ Xxxxxxx Xxxx | |
Xxxxxxx Xxxx, its President | ||
COVENANT GROUP OF CHINA INC. | ||
By: | /s/ Xxxxxxx Xxxx | |
Xxxxxxx Xxxx , its President | ||
XXXX XXXXX | ||
By: | /s/ Xxxx Xxxxx |