Ratification and Extension Agreement
Exhibit
10.5.5
THIS Agreement is made and
entered into this 14th day of October, 2008, by and between Millennium Group
Worldwide Incorporated, a Florida corporation with its principal place of
business at 0000 X. 00xx
Xxxxxx, Xx. Xxxxxxxxx, Xxxxxxx 00000 ("MGW”), and Wandana International Jambo
Coffees & Teas, Inc with a principal place of business at (“Wandana”), 000
Xxxxxxxx Xxxxxx #000, Xx. Xxxxxxxxx, XX.00000 and Jax Roasters, Inc. (“Jax”),
located at 000 Xxxxxxxx Xxxxxx #000, Xx. Xxxxxxxxx,
XX.00000 (collectively “we, us, the parties or the
group hereinafter referred to as “Wandana”).
WHEREAS, MGW have entered into a Shareholders Agreement dated 25th February, 2007 (the “Prior Shareholders Agreement”);
WHEREAS, the Prior Shareholders Agreement (at third WHEREAS paragraph) and the Prior Amendment (Now Therefore, Paragraph 2) was conditioned upon MGW obtaining adequate funding under its Form S-1 Registration, such period of time having already expired as a function of the registration and review process;
WHEREAS, both MGW and Wandana wish to ratify the Prior Shareholders Agreement Amendment and extend the period that will satisfy the Now Therefore, Paragraph 2 condition as to timing.
NOW, THEREFORE, the parties agree as follows:
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1.
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MGW
and Wandana hereby ratify the Prior Shareholders Agreement and Amendments
in all respects;
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2.
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Section,
Now Therefore, Paragraph 2 of the Amendment relating to timing
of funding is extended to no later than March 15, 2009, or immediately
after the appropriate funding is available from the offering;
and
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3.
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This
Agreement, together with the Prior Shareholders Agreement and Amendments
as hereby incorporated by reference, constitutes the entire understanding
between the parties relating to the subject matter hereof, and no
amendment or modification to this Agreement shall be valid or binding upon
the parties unless made in writing and signed by each
party.
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IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
first written above.
MILLENNIUM
GROUP WORLD INCORPORATED
/s/ Xxxxxx Xxxxxxx,
Xx.
(Signature)
Xxxxxx
Xxxxxxx, Xx.- Chairman
WANDANA
INTERNATIONAL JAMBO COFFEES & TEAS, INC.
/s/ Xxxxx X.
Xxxxxx
(Signature)
Xxxxx
X. Xxxxxx, President
JAX
ROASTERS, INC.
/s/_Simon K. Nyagah____
(Signature)
Xxxxx
X. Xxxxxx, President
