AMENDMENT AGREEMENT
This
agreement (the “Amendment
Agreement”) dated May 8, 2009 amends the agreement dated August 15, 2006
(the "Agreement"),
made by and between Celldonate Inc. ("Celldonate")
and Caring Capital Corporation (“Caring
Capital”).
WHEREAS:
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A.
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Pursuant
to the Agreement, Celldonate and Caring Capital agreed on certain payment
terms related to the provision of technology development facilitation by
Caring Capital to Celldonate; and
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B.
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For
their mutual benefit, Celldonate and Caring Capital wish to modify the
payment terms of the Agreement.
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THIS
AGREEMENT WITNESSES THAT in consideration of the foregoing and the mutual
covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
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1.
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AMENDMENT
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1.1
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Section
2 of the Agreement shall be deleted in its entirety and replaced with the
following:
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“Payment. CUSTOMER
shall pay to FACILITATOR the sum of U.S. $1,500 per month on the last day of
each calendar month in exchange for the work of FACILITATOR on the Project and
reimburse FACILITATOR for any expenses related to the Project incurred by
FACILITATOR on behalf of CUSTOMER. FACILITATOR may at its sole
discretion waive the obligation of CUSTOMER to pay any monthly instalment due
hereunder or postpone the obligation of CUSTOMER to pay such monthly instalment
to a later stage of the Project.”
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1.2
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Caring
Capital hereby confirms that it waived the right to acquire any equity
accrued under Section 2 of the Agreement by verbal agreement in each
period prior to the date of this Amendment
Agreement.
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2. FULL
FORCE AND EFFECT
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2.1
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Except
as specifically amended by the foregoing, the Agreement shall remain in
full force and effect.
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3. GENERAL
PROVISIONS
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3.1
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Further
Assurances. Each of the parties shall promptly do, make, execute,
deliver, or cause to be done, made, executed or delivered, all such
further acts, documents and things as the other parties hereto may
reasonably require from time to time for the purpose of giving effect to
this Amendment Agreement and shall use reasonable efforts and take all
such steps as may be reasonably within its power to implement to their
full extent the provisions of this Amendment
Agreement.
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3.2
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Counterparts. This
Agreement may be signed in counterparts and each such counterpart shall
constitute an original document and such counterparts, taken together,
shall constitute one and the same
instrument.
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IN
WITNESS WHEREOF the parties have executed this Amendment Agreement as of
the day and year first written above.
Per:
/s/
Xxxxxxx Xxxxxxxxxx
Xxxxxxx
Xxxxxxxxxx
Chief
Financial Officer
Caring
Capital Corporation
Per:
/s/
Xxxxx Xxxxxxxxxx
Xxxxx
Xxxxxxxxxx
Chief
Executive Officer
