FORM OF AMENDED AND RESTATED WT NOTE] AMENDED AND RESTATED PROMISSORY NOTE CONVERTIBLE INTO [COMMON/PREFERRED] STOCK OF WT HOLDINGS CORPORATION May __, 2006Wt Holdings Corp • May 24th, 2006 • Services-educational services • California
This Note hereby amends and restates that certain 5% promissory note in the principal amount of $____ dated November 21, 2005 (“Assumed Note”) issued to ___________ (“Assignor”). This Note is issued in connection with the assignment of $________ in principal and $_______ in accrued interest under the Assumed Note from Assignor to Holder. The Maker has delivered this Note to Holder following the Maker’s receipt of the Assumed Note. This is one of a series of ____ (__) promissory notes issued to the Holder which collectively represent 100% the principal and interest amounts owed under the Assumed Note as of this date; this note represents ___% of such principal and interest amount.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 24th, 2006 • Wt Holdings Corp • Services-educational services • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 18, 2006, is between and among W.B. Capital Group, Inc. (“Assignor”), the assignees set forth on Exhibit B attached hereto (“Assignees”), and WT Holdings Corporation (“Maker”), formerly known as Fortune Entertainment Corporation.
AGREEMENT OF AMENDMENT AND RESTATEMENTOf Promissory Note • May 24th, 2006 • Wt Holdings Corp • Services-educational services • California
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.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 24th, 2006 • Wt Holdings Corp • Services-educational services • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 18, 2006, is between and among W.B. Capital Group, Inc. (“Assignor”), the assignees set forth on Exhibit B attached hereto (“Assignees”), and WT Holdings Corporation (“Maker”), formerly known as Fortune Entertainment Corporation.
