AMENDMENT NO. 2 TO LICENSE AGREEMENT
AMENDMENT
NO. 2 TO LICENSE AGREEMENT
THIS
AMENDMENT NO. 2 to the LICENSE AGREEMENT (“Amendment No.
2”) is made as of December 31, 2009 (the “Amendment No. 2
Effective Date”), by and among Greenchek Technology Inc., formerly
Ridgestone Resources Inc., a Nevada corporation hereinafter collectively
referred to as “Licensee” and China Bright
Technology Development Limited, a Hong Kong corporation, hereinafter referred to
as “China Bright” and
Lincoln Parke hereinafter referred to as “Principal” and, together
with China Bright, the “Licensor”.
RECITALS
WHEREAS, Licensee and Licensor
desire to amend the License Agreement entered into between them on July 10, 2008
(the “License Agreement”) and to further amend the Amendment to License
Agreement dated July 10, 2009;
WHEREAS, Licensee has not
completed the performance of all of the terms and conditions of said License
Agreement and Amendment to License Agreement;
Whereas,
Section 2 of the License Agreement provides for the payment by
Licensee to Licensor of a First Installment License Fee in an amount equal to
Three Hundred Thousand Dollars ($300,000) within thirty days of the execution of
the License Agreement, of which has been previously paid by Licensee, receipt of
which is acknowledged; a Second Installment License Fee of One Million Dollars
($1,000,000) by December 31, 2008 and further amended to extend the payment date
to December 31, 2009 of such Second Installment License Fee remains unpaid as of
the Amendment No. 2 Effective Date (the “Unpaid Second
Installment Fee”);
Whereas,
Section 6(a) of the Amendment to License Agreement provides for the
payment by Licensee to Licensor of a Consideration Fee in an amount equal to
Five Hundred Thousand Dollars ($500,000) within thirty (30) days after signing
the Amendment to License Agreement of such Consideration Fee remains unpaid as
of the Amendment No. 2 Effective date (the “Unpaid Consideration
Fee”);
Whereas,
Licensee and Licensor desire to amend the License Agreement and the
Amendment to License Agreement to provide for a reduced payment by Licensee of
Five Hundred Fifty Thousand Dollars ($550,000) (the “Reduced Second
Installment and Consideration Amounts”) which shall represent payment
IN FULL of the Unpaid
Second Installment Fee and the Unpaid Consideration Fee, which together
represent an aggregate principal amount of One Million Five Hundred Thousand
Dollars ($1,500,000) as set forth below; and;
WHEREAS, the parties desire to
now amend License Agreement and Amendment to License Agreement in order to
modify certain terms of the License Agreement and Amendment to License
Agreement;
NOW THEREFORE, in
consideration of the mutual promises contained herein, it is agreed that the
License Agreement dated July 10, 2008 and the Amendment to License Agreement
dated July 10, 2009 is amended in the following particulars:
1. Defined Terms. Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in
the License Agreement.
2. Payment of Reduced Second Installment
and Consideration Amounts. Notwithstanding anything in the License
Agreement and Amendment to License Agreement to the contrary, Licensee shall pay
to Licensor the Reduced Second Installment and Consideration Amounts in full
within fourteen (14) days of the Amendment No. 2 Effective Date (“Amended
Deadline”). The Reduced Second Installment and Consideration Amounts
payment to Licensor (i) shall be made by check or wire transfer of
immediately available funds into an account designated in writing by Licensor;
and (ii) is nonrefundable and non-creditable against any other Licensee Fee
payments due Licensor under the License Agreement or Amendment to License
Agreement or this Amendment No. 2 to License Agreement. In consideration for
Licensee’s payment of the Reduced Second Installment and Consideration Amounts
by the Amended Deadline, Licensor shall forgive the amount of Nine Hundred Fifty
Thousand Dollars ($950,000) which represents the difference of Unpaid Second
Installment Fee plus Unpaid Consideration Fee minus Reduced Second Installment
and Consideration Amounts; provided, however,
that such forgiveness shall not waive Licensor’s right to receive such Unpaid
Second Installment Fee And Unpaid Consideration Fee, if such Reduced Second
Installment and Consideration Amounts is not paid in full by Licensee to
Licensor by the Amended Deadline.
3. Termination for Payment Breach;
Effect of Termination. If Licensee fails to pay to Licensor the Reduced
Second Installment and Consideration Amounts in full by the Amended Deadline,
Licensor shall have the right to immediately terminate the License Agreement
without any ability or right of Licensee to cure. Notwithstanding Section 4
of the License Agreement, in the event of any termination of the License
Agreement, Licensee’s payment obligations with respect to the Reduced Second
Installment and Consideration Amounts and all amounts pursuant to Section 2
of the License Agreement and Amendment to License Agreement, shall survive such
termination of the License Agreement and Amendment to License Agreement and the
return by Licensee of the assets, know-how and information set forth in
Section 8.1 of the License Agreement.
4. Effect of Amendment No. 2 to License
Agreement. Other than as expressly set forth herein, this Amendment No. 2
to License Agreement shall not constitute a waiver, amendment or modification of
any other provision of the License Agreement or Amendment to License Agreement
or any other provision not expressly referred to herein. All other provisions of
the License Agreement dated July 10, 2008 and the Amendment to License Agreement
dated July 10, 2009 shall remain in full force and effect.
IN WITNESS WHEREOF, this
Amendment No. 2 to License Agreement has been duly executed by the parties this
31st day
of December 2009.
Licensee:
GREENCHEK
TECHNOLOGY INC. (Formerly Ridgestone Resources Inc.)
BY:
”Lincoln
Parke”
Name: Lincoln
Parke
Title: President
and CEO
Licensor:
CHINA
BRIGHT TECHNOLOGY DEVELOPMENT LIMITED
BY:
”Xxxxx
Xxx”
Name: Xxxxx
Xxx
Title: Director
In their
personal capacity:
BY:
”Lincoln
Parke”
Name: Lincoln
Parke
