Ratification and Extension Agreement
Exhibit
10.7.4
THIS Agreement is made and
entered into this 10th 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 LEMAN TRADING 33 (PTY) LTD
with a principal place of business at Xx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, 0000 (hereinafter referred to as “Leman Trading”).
WHEREAS,
MGW have entered into a Shareholders Agreement dated October 16, 2005 (the
“Prior Shareholders Agreement”);
WHEREAS,
the Prior Shareholders Agreement Amendment dated November 28th , 2007 (at Section 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 Leman
Trading wish to ratify the Prior Shareholders Agreement Amendment and extend the
period that will satisfy the Section 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 Leman Trading 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) 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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4.
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Should
Leman Trading be forced to purchase the shareholding of West River
Development Company (Pty) Ltd (“WRDC”), prior 1 June 2008, MGW shall be
notified immediately and in the event that they are not able to provide
the funding, Leman Trading shall have the right to arrange alternative
funding on terms acceptable to Leman
Trading.
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5.
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In
the event that MGW is not able to provide funding as required by Leman
Trading, the parties agree that the Prior Shareholders’ Agreement, the
agreement in respect of the Hall of Fame and the deposit provided in terms
of the WRDC-transaction shall be the only binding agreements between the
parties.
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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.
LEMAN
TRADING 33 (PTY) LTD, INC.
/s/ Andre Du
Plessis
(Signature)
Andre Du
Plessis
