0001144204-08-071161 Sample Contracts

AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT
Debt Repayment and Set-Off Agreement • December 24th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment

This AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Amendment”), is entered into on December 22, 2008, by and among (i) NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK”), and NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii) Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related Companies”). For purpos

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Agreement to Convert Debt into Equity
Agreement to Convert Debt Into Equity • December 24th, 2008 • NIVS IntelliMedia Technology Group, Inc. • Household audio & video equipment • Delaware

This Agreement to Convert Debt into Equity (“Agreement”) is made as of December 24, 2008, by and between the NIVS IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”), NIVS International (H.K.) Limited (“NIVS HK,” and collectively with NIVS USA, NIVS BVI and NIVS PRC, the “Company”), on the one hand, and Tianfu Li, an individual residing in the People’s Republic of China (“PRC”) and holder of PRC identity card no. 440106196907021831 (“Mr. Li” and collectively with the Company, the “Parties”), on the other hand.

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