ADDENDUM TO SERIES 2009 SECURED NOTE DUE SEPTEMBER 8, 2010
ADDENDUM
TO SERIES 2009 SECURED NOTE DUE SEPTEMBER 8, 2010
This
addendum, dated as of September 8, 2010 (the "Addendum") is made by and between
Hero Capital Profits Limited, a British Virgin Islands company with
offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands (the “Maker”), and Precursor Management Inc., a
corporation organized under the laws of the British Virgin Islands, with offices
at 2702-03, 27/F, Goldlion Digital Network Center, 000 Xxxx Xxxx Xxxx, Xxxxxx,
Xxxxxxxxx, P.R. China (the "Holder"). This document is to be read in
conjunction with the Series 2009 Secured Note due March 8, 2010 (the “Note”)
executed by both parties on or about September 9, 2009. The remaining
balance of the Note as of date of this Addendum is $318,375. This Addendum
incorporates by reference and supplements the Note and the parties hereby agree
to amend the Note as follows:
1. Extension of the Maturity
Date
The
Maturity Date of the Note shall be extended to March 8, 2011.
2.
Waiver of A Default
Penalty
a) Section
5. Events of Default shall hereby be amended as follows:
Section
5. Events of
Default. "Event
of Default" wherever used herein, means the breach of any covenant hereof
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body). Upon the occurrence of an Event of Default, which Event of Default is not
cured within ten (10) days after its occurrence and reasonable extension of time
should be granted if the said event of default is likely to be successfully
cured by such grant of extension of time , failing which, the sum of Four
Hundred and Fifty Thousand and 00/100 Dollars ($450,000.00) shall be immediately
due and payable to the Holder, together with a default penalty in the amount of
Forty-five Thousand Dollars ($45,000), and thereupon default interest shall
begin to accrue at the annual rate of eighteen (18%) percent per annum and the
Holder shall be entitled to all remedies under law and as set forth in the
Guarantee or the Pledge Agreement.
b) The
Holder hereby waives any default arising out of any failure by Maker to make
payments of interest, principal or other amounts on or prior to the originally
scheduled Maturity Date of the Note.
3. All
other terms and conditions under the Note shall remain unchanged and remain in
full force and effect.
4. All
terms and conditions set forth under the Guaranty, dated September 9,
2009, made by Man Shing Agricultural Holdings, Inc. (the
"Guarantor"), in favor of Precursor Management Inc. (the "Lender"), in
connection with the Note shall remain unchanged and remain in full force and
effect.
5. All
terms and conditions set forth under the Stock Pledge Agreement, dated September
9, 2009, made by Precursor Management Inc. (the "Secured Party"), and Xxxxx
Xxxxxx, a Hong Kong individual representing Xx. Xxx Xxx Xx, an individual
residing in the Peoples’ Republic of China (Xx. Xxxxxx and Xx. Xxx are
collectively referred to herein as the “Pledgor"), in connection with the Note
shall remain unchanged and remain in full force and effect.
IN
WITNESS WHEREOF, the Maker and the Holder have caused this Addendum to be duly
executed and delivered individually or by their officers thereunto duly
authorized as of the date first written above.
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HERO
CAPITAL PROFITS LIMITED (“Maker”)
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By:
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Authorized
Representative
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PRECURSOR
MANAGEMENT, INC. (“Holder”)
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By:
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/s/
Xxxx Xx
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Name:
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Xxxx
Xx
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Title:
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Authorized
Representative
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