FORM OF ADDENDUM TO REGISTRATION RIGHTS AGREEMENT, SECURED CONVERTIBLE REDEEMABLE DEBENTURE, INVESTOR RIGHTS AGREEMENT, AND PLEDGE AGREEMENT
FORM
OF ADDENDUM TO REGISTRATION RIGHTS AGREEMENT,
SECURED
CONVERTIBLE REDEEMABLE DEBENTURE, INVESTOR
RIGHTS
AGREEMENT, AND PLEDGE AGREEMENT
This
addendum, dated as of September 13, 2010 (the "Addendum") is made by and between
Man Shing Agricultural Holdings, Inc. (the “Company”), and
[____________________] (the “Investor”). This document is to be read
in conjunction with the Registration Rights Agreement, as amended (the
“Registration Rights Agreement”), the Secured Convertible Redeemable Debenture
(the “Debenture”), the Pledge Agreement (the “Pledge Agreement”) and the
Investor Rights Agreement (the “Investor Rights Agreement” and together with the
Registration Rights Agreement, the Debenture, and the Pledge Agreement, the
“Agreements”), each executed by and among the Company and the Investor on or
about January 2010. All terms used herein and not defined herein
shall have the meanings ascribed to them in the Registration Rights Agreement.
This Addendum incorporates by reference and supplements the Agreements and, as
the Company has advised Investor that the following amendments are required in
connection with potential future investments in the Company, the parties hereby
agree to amend the Agreements as follows:
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1.
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Section
2. REGISTRATION of the Registration Rights
Agreement
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(a)
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The
Investor hereby waives all of the requirements under Section 2(a) of the
Registration Rights Agreement. The Investor and the Company acknowledge
that the Company shall not be required to prepare and file with the
Securities and Exchange Commission any registration statement on any
form.
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(b)
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Reserved
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(c)
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Failure to File or
Obtain Effectiveness of the Registration Statement. The
Investor hereby waives all of the requirements under Section 2(c) of the
Registration Rights Agreement. In view of waiving of all registration
requirements, the Investor hereby waives all Liquidated Damages otherwise
payable by the Company under the Registration Rights
Agreement.
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(d)
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Reserved
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2.
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Section 4.02.
Consent of
Holder to Sell Capital Stock, Incur Debt or Grant Security
Interests of the
Debenture
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The
Investor agrees to waive all the requirements under Section 4.02 of the
Debenture.
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3.
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Pledge
Agreement
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(a)
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All
capitalized terms used in this Section 3 and not otherwise defined in this
Addendum shall have the meanings ascribed to them in the Pledge
Agreement.
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(b)
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Solely
with regard to the preferred stock included in the Pledged Shares (the
“Preferred Pledged Shares”), Investor hereby agrees to release any and all
rights of the Investor in the Preferred Pledged Shares under the Pledge
Agreement, to waive all the requirements relating to the Preferred Pledged
Shares under the Pledge Agreement, and to instruct Escrow Agent to return
to the Company the Transfer Documents and the certificates representing
the Preferred Pledged Shares, it being agreed that such actions would
result in the termination of the Pledge Agreement as it relates to the
Preferred Pledged Shares, but only if, prior to such release, waiver, and
instruction, Pledgor has delivered to the Company (with a copy to the
Investor) irrevocable written instructions to cancel the Preferred Pledged
Shares immediately after such release and
waiver.
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4.
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Other.
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The
Investor hereby waives any and all rights it may have, including under the
Agreements and all other agreements, to consent to or object to any of the
following:
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a.
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any
past, present or future financing where securities in the Company may be
issued;
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b.
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any
forward or reverse stock split;
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c.
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the
listing of the Common Stock or Common Stock purchase warrants of the
Company on a national securities exchange, including the NASDAQ Stock
Market LLC, the New York Stock Exchange, or NYSE Euronext;
or
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d.
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any
merger, acquisition, or share exchange, including a merger, acquisition,
or share exchange which results in a change in control of the
Company.
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5.
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All
other terms and conditions under the Agreements shall remain unchanged and
remain in full force and
effect.
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[The
Remainder of this Page is Intentionally Blank]
IN
WITNESS WHEREOF, the Company and the Investor have caused this Addendum to be
duly executed and delivered individually or by their officers thereunto duly
authorized as of the date first written above.
MAN SHING
AGRICULTURAL HOLDINGS, INC. (“Company”)
By:
__________________________
Name: Xxxxx
Xxxxxx
Title: Chief
Executive Officer
[___________________________________]
(“Investor”)
By:
__________________________
Name:
Title:
Acknowledged
and Agreed To Solely with Respect to Section 3 of this Addendum:
By:
___________________________
Name:
Xxxxx Xxx
