AGREEMENT OF AMENDMENT AND RESTATEMENT
EXHIBIT
10.1
AGREEMENT OF AMENDMENT AND RESTATEMENT
This
AGREEMENT OF AMENDMENT AND RESTATEMENT OF PROMISSORY NOTE (this “Agreement”),
dated
as of May 18, 2006, is between Central Class Group Limited, a British Virgin
Islands company (“Holder”),
and
WT Holdings Corporation (“Maker”),
formerly known as Fortune Entertainment Corporation.
WHEREAS,
on November 21, 2005, the Holder loaned the Maker $126,000 in exchange for
a
promissory note in the principal amount of $126,000, bearing interest at
the
rate of 5% per annum (“Original
Note”).
WHEREAS,
the holder is willing to amend and restate the Original Note, to among other
things, extend its maturity date, on the terms and conditions set forth in
this
Agreement;
WHEREAS,
in order to induce the Holder to amend and restate the Original Note, the
Maker
agrees that the Original Note shall be amended, restated and subdivided into
four (4) separate notes in the aggregate representing the total principal
and
accrued interest on the Original Note, substantially in the form attached
as
Exhibit
A
hereto
(“Amended
and Restated Notes”),
which
Amended and Restated Notes shall be convertible into either Common Stock
or
Preferred Stock of the Maker as set forth on Exhibit
B
hereto.
WHEREAS,
the Maker has agreed to such amendment and restatement and to perform its
obligations under the Amended and Restated Notes, including but not limited
to
the making of payments due thereunder.
NOW,
THEREFORE, for and in consideration of the mutual premises contained herein
and
for other good and valuable consideration, the receipt and sufficiency of
which
are hereby acknowledged, the parties hereto agree as follows:
1.
Amendment
and Restatement.
The
Maker hereby agrees to amend and restate the Original Note into four separate
notes, in the principal amounts set forth on Exhibit
B
hereto,
and substantially in the form set forth in Exhibit
A
attached
hereto.
2.
Conditions.
As a
condition to the assignment and assumption:
(a)
Holder
agrees to waive any and all defaults under the Original Note, and the maturity
date shall be extended to July 20, 2006; and
(b)
Maker
agrees that (i) the Original Note shall be amended, substantially in the
form of
the attached Amended and Restated Notes, so as to permit the Assignees to
convert such Amended and Restated Notes at their option into common stock
or
preferred stock of the Maker (as indicated on Exhibit
B),
and
(ii) that such Amended and Restated Notes shall be convertible into shares
of
Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series
C
Preferred Stock, as applicable, as set forth on Exhibit
B
attached
hereto.
3.
Binding
Effect, Benefits.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns; nothing in this
Agreement, expressed or implied, is intended to confer on any other person,
other than the parties hereto or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason
of
this Agreement.
4.
Effective
Date.
The
amendment and restatement of the Original Note shall take effect upon the
issuance of the Amended and Restated Notes promptly after execution of this
Agreement by all of the parties hereto.
5.
Amendments.
This
Agreement may not be modified or amended except on the written agreement
of all
of the parties hereto evidenced by their execution of such written agreement.
6.
Miscellaneous.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of California. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which
together shall be deemed to be one and the same instrument. In the event
that
any signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose
behalf
such signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof. Each party hereby agrees to take
any
and all additional actions, including, without limitation, the execution,
acknowledgement and delivery of any other documents and instruments, as the
other party may reasonably request in order to effect the assignment and
assumption contemplated hereby.
[Signature
Page Follows]
2
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as
of the date first written above.
| “HOLDER” | ||
| Central Class Group Limited | ||
| |
|
|
| By: | /s/ ▇.▇. ▇▇▇▇ | |
|
|
||
|
Name:
▇.▇. ▇▇▇▇
Title:
Authorized Representative
|
||
| “MAKER” | ||
| WT HOLDINGS CORPORATION | ||
| |
|
|
| By: | /s/ ▇▇ ▇▇▇▇▇ | |
|
|
||
|
▇▇
▇▇▇▇▇
Chief
Executive Officer
|
||
3
EXHIBIT
A
FORM
OF AMENDED AND RESTATED NOTE
4
EXHIBIT
B
SCHEDULE
OF NOTEHOLDERS
|
Holder
|
Principal
Amount of
Amended
and Restated Note
|
Class
of Conversion Stock
|
||
|
Central
Class Group Ltd. (1)
|
$
128,500
|
Common
Stock
|
||
|
Central
Class Group Ltd. (2)
|
100
|
Series
A Preferred Stock
|
||
|
Central
Class Group Ltd. (3)
|
100
|
Series
B Preferred Stock
|
||
|
Central
Class Group Ltd. (4)
|
100
|
Series
C Preferred Stock
|
||
|
TOTAL:
|
$
128,800.00
|
5