NOW, THEREFOR the parties hereto agree as follows:
NOW, THEREFOR the parties to this AMENDMENT hereby agree to amend the CHANGE IN CONTROL AGREEMENT as follows:
NOW, THEREFOR for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
NOW, THEREFOR in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
NOW, THEREFOR the Parties agree to the following terms and conditions:
NOW, THEREFOR in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
NOW, THEREFOR the Pledger and the Pledgee, for the fulfillment of Service Agreement, reach this Contract as follows: 1. DEFINITIONS Except otherwise specified herein, the following terms are defined as follows: Pledge Right: refers to all the contents listed in Article 2 hereof. Shares: refer to 10% of the shares of Langyi that are lawfully held by Pledger. Pledge Rate: refers to the proportion between the value of the pledged shares set forth herein and the technical and consulting service fees specified in Service Agreement. Pledge Term: refers to the term specified in Clause 3.2. Service Agreement: refers to the Agreement for Exclusive Technical and Consulting Services singed by Langyi and the Pledgee on December 14, 2007. Default: refers to any of the circumstance listed in Article 7. Default Notice: refers to the notice sent out by the Pledgee for announcing any default of the Pledger according to this Contract. 2. PLEDGE RIGHT The Pledger will pledge all his shares in Langyi to the Pledgee as a guarantee on the technical and consulting service fees specified in Service Agreement. The Pledge right refers to the right that the Pledgee has to get first paid with the shares-converted money, the money from shares auction, or the money from shares-selling, of the Pledger's shares. 3. PLEDGE RATE AND TERM Pledge Rate The pledge rate is about 100%. Pledge Term The Pledge Contract will enter into force once the shares herein are registered onto the shareholder name list of Langyi, and the pledge term and the term of Service Agreement remain the same. During the pledge term, if Langyi fails to pay technical and consulting service fees according to Service Agreement, the Pledgee will be entitled to exercise its pledge right according to this Contract.
NOW, THEREFOR after friendly negotiations, all parties hereby agree as follows for mutual observance: 1. The Lender agrees to grant a loan to the Borrowers in an aggregate principle amount of USD 41,500,000 (Forty One Million and Five Hundred Thousand in US Dollars) at 3% annual interest rate calculating in accordance with the actual loan term, and the Borrowers agree to accept the loan above and pledge the Shares to secure the performance of the loan under this Agreement. The Guarantors agree the Borrowers to secure the loan corresponding to the Shares of the Subscriber under this Agreement by pledging the Shares and voluntarily assume the joint and several guarantee liability for the payment of the loan in connection with the Shares of the Subscriber under this Agreement by offering all of their respective personal assets as guarantee. The scope of the guarantee above includes but not limited to the principal loan amount, interest, fees, penalty, compensation and all expenses in connection with realizing creditor’s right. 2. All parties unanimously agree and acknowledge that the loan granted to the Borrowers by the Lender shall be solely used for the purchase of the Shares. 3. The maturity date of the loan under this Agreement shall be the end of two years after signing this Agreement. The Borrowers may repay the principle and interests of the loan on or before the maturity date. Before the principle of the loan is repaid, interest shall be paid annually. Upon the maturity of the loan, the remaining amount of the principle and interest shall be repaid in a lum sum.
NOW, THEREFOR by abundant communication among three parts, Part A, Part n and Part C would like to formally identify the following cooperation intention of The Biosphere Process System(TM) project: 1. The Part B and the Part C, would like to establish joint venture Company with exclusive dealership of Part A. in China. 2. The Part B and the Part C, would like to register two new companies to operate joint venture Biosphere projects in China. One of these new joint venture companies will be an operating company, responsible for plant management, marketing and development. The second new joint venture company will be an investment company, responsible for financing investment and the development of relationship with the government of China.
NOW, THEREFOR for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Landlord and Tenant, the parties hereby agree as follows: