UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 3, 2017.

______________

 

Sino United Worldwide Consolidated Ltd.

(Exact name of Company as specified in its charter)

______________

 

  

Nevada 000-53737 30-0679981

(State or other jurisdiction

 of incorporation)

(Commission

 File Number)

(IRS Employer

 Identification No.)

 

136-20 38th Ave. Unit 3G, Flushing, NY 11354

(Address of principal executive offices) (Zip Code)

 

718-395-8706

Company’s telephone number, including area code

 

AJ Greentech Holdings Ltd.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

     

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On September 30, 2017, we entered into an agreement with Li-An Chu, a director, pursuant to which we transferred to Li-An Chu all of our equity interest in JinChih International Co. Ltd., a company organized under the laws of the Taiwan, Republic of China, including all of our interest and rights over the DMS Technology we purchased last January 1, 2016 from XinyahangDianziGufenYouxianGongsi,in exchange for the cancellation by Li-An Chu of debt that we owe her in the amount of $70,261, this debt is due and owing by us to Li-An Chu, and for the cancellation of the 500,000 shares of common stock issued under stock certificate no. CS2-357 issued on July 12, 2016 and the 10,03,333 shares of common stock issued to Li-An Chu. This transfer resulted from the decision, as a result of our decreasing revenue, continued losses and inability to raise capital for our business. The transfer was approved by our board of directors and stockholders who, together, hold approximately 70.40% of our outstanding common stock.

 

The company led by Chairman Tee-Keat Ong, is developing new businesses in various fields through careful review and critical selection of new growth businesses as part of his strategic agendas. We are going to accelerate our product strategy by integrating technology, sales and solution marketing to ensure sustainable competitive advantage. And in cooperation with Mr. Ong’s newly established Hong Kong company,we are going to strengthen our core competencies in high technology and green technology businesses, such as the revolutionary sound wave technology with industrial applications, which will increase internal efficiency and integrate digital advantages into B2B companies in their sales generation process, while improving their customer experience from product research, payments, and after sales services, this is in cooperation with Soundnet Technology Company.

 

We also offer cloud-based fleet maintenance and vehicle tracking system. This system enables location tracking, preventive maintenance scheduling, statistics and records that will enhance fleet management, improve safety and service, in cooperation with Data Lake Technology.

 

We are also marketing digital wearable technology products and apps that combine the latest in the telecom, microelectronics, sensors and data analysis technologies to promote well-being and broaden the digital health monitoring services available for the medical industry, using cloud-computing technology for cheaper and easier data maintenance and upgrades of health monitoring system networks.

 

On October 1, 2017, Mr. Tee-Keat Ong and the Company entered into a loan agreement pursuant to which Mr. Tee-Keat Ong agreed to lend us $50,000 initially with future loan amount up to $1,000,000, for which we would issue our 5% demand promissory note in the principal amount of $50,000.

 

On October 1, 2017, Ms. Shoou Chyn Kan and the Company entered into a loan agreement pursuant to which Ms. Shoou Chyn Kan agreed to lend us $65,000,which include the loan already made to the firm, with future loan amount up to $1,000,000, for which we would issue our 5% demand promissory note in the principal amount of $65,000.

 

 

Item 5.02

Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers

 

On September 30, 2017, Li-An Chu, resigned as Chief Executive Officer and Chief Finance Officer, of Sino United Worldwide Consolidated Ltd. Her resignation was voluntary, and did not result from any dispute with the Company.

 

On Oct 1, 2017, the Board of Directors (the “Board”) of the Company appointed Chi-Shun Chang as Chief Executive Officer of the firm. Pursuant to an employment agreement dated Oct. 1, 2017, Mr. Chang is to receive an initial annual salary of $30,000, subject to adjustment. Mr. Chang’s employment with the Company may be terminated at any time, with or without cause, on at least 10 days’ written notice. In the event of termination, Mr. Chang shall be entitled to payment of all salary due to him as of the date of termination.

 

Mr. Chang, 53, served as president of Rock Computer Technology Company in NY since 1993. Mr. Chang received his Masters Degree in Electronics Engineering from theNew York University Tandon School of Engineering (formerly the Polytechnic Institute of New York University).

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Stockholder approval for the transfer of stock in Jin Chih International Co. Ltd. of Taiwan, was given by the written consent dated September 30, 2017 of Ms. Li-An Chu 17%, and Ms. Wen-ling Huang 8.48%, and Ms. Pao-ju Tao 8.48%, Mr. Yu-jen Lei 8.48%,Zhirong Peng 9.32%, Youxin Peng 9.32%, Zhou Yanru 9.32%, who, together, 70.40% of our outstanding common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

99.1 Agreement dated September 30, 2017, between the Company and Li-An Chu.

99.2 Loan Agreement dated October 1, 2017, between the Company and Tee-Keat Ong.

99.3 Promissory Note from the Company to Tee-Keat Ong.

99.4 Loan Agreement dated October 1, 2017, between the Company and Shoou Chyn Kan.

99.5 Promissory Note from the Company to Shoou Chyn Kan.

99. 6 Employment Agreement dated October 1, 2017 between the Company and Chi-Shun Chang

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  SINO UNITED WORLDWIDE CONSOLIDATED LTD.
 

 

 

 

Date: October 3, 2017.  By: /s/ Chi Shun Chang __________________________
    Chi Shun Chang
Chief Executive Officer

 

 

 

Exhibit 99.1

 

AGREEMENT

THIS AGREEMENT dated as of the 30 September 2017, by and among between Sino United Worldwide Consolidated Ltd.., a Nevada corporation (OTC Pink: SUIC) (“SUIC”) and Li-An Chu, a Taiwan citizen, with passport no. 301921248 (“L.A. Chu”).

W I T N E S S E T H:

WHEREAS, SUIC desires to dispose of the capital stock of JIN CHIH INTERNATIONAL CO. LTD. (“Subsidiary”) organized under the laws of the Taiwan, RO.C.

WHEREAS, SUIC is indebted to L.A. Chu in the amount of $70,261;

WHEREAS, L.A. Chu desires to acquire SUIC’s interest in the Subsidiary in exchange for the cancellation of $70,261 principal amount of indebtedness due by SUIC, and the cancellation of the 10,000,000 shares of common stock issued under stock certificate no. CS2-237 issued on July 10, 2015; and 3,333 shares of common stock issued under stock certificate no.CS2-324 issued on May 10, 2016; and 500,000 shares of common stock issued under stock certificate no. CS2-357 issued on July 12, 2016.

WHEREFORE, the parties agree as follows:

SUIC

1. SUIC shall transfer and convey to L.A. Chu all of its right, title and interest in and to the capital stock of the Subsidiary in exchange for the cancellation of $70,261 principal amount of indebtedness due by SUIC; and the cancellation of the 10,000,000 shares of common stock issued under stock certificate no. CS2-237 issued on July 10, 2015; and 3,333 shares of common stock issued under stock certificate no.CS2-324 issued on May 10, 2016; and the cancellation of the 500,000 shares of common stock issued under stock certificate no. CS2-357 issued on July 12, 2016, and L.A. Chu agrees to the cancellation of such indebtedness and the cancellation of the aforementioned shares.

 

2. L.A. Chu by executing this agreement, hereby cancels and waives any right she may have to $70,261 the principal amount of indebtedness, plus accrued interest, if any due to her from SUIC; and the cancellation of the 10,000,000 shares of common stock issued under stock certificate no. CS2-237 issued on July 10, 2015; and 3,333 shares of common stock issued under stock certificate no.CS2-324 issued on May 10, 2016; and to the 500,000 shares of common stock issued under stock certificate no. CS2-357 issued on July 12, 2016.

 

3. SUIC represents and warrants to L.A. Chu as follows:

 

(a) SUIC has the full power and authority to enter into this Agreement and to carry out its obligations hereunder;
(b) SUIC is the beneficial and record owner of the stock or other equity interest in the Subsidiary, subject to no lien, security interest, judgment, spousal right, option or right or any encumbrance of any kind and description on behalf of any person.

 

4. SUIC shall hold L.A. Chu harmless for any commission and/or fees agreed to be paid by SUIC to any broker, finder or other person or entity acting or purporting to act in a similar capacity engaged by SUIC. L.A. Chu shall hold SUIC harmless for any commission and/or fees agreed to be paid by L.A. Chu to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

 

5. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the Republic of China.

 

6. ALL PARTIES HERETO AGREE THAT THEY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

7. The representations and warranties contained herein shall terminate upon the delivery by SUIC to L.A. Chu of SUIC’s interest in the Subsidiary.

 

8. Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when delivered, to the parties at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by e-mail or telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.

 

9. This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

 

10. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

IN WITNESS WHEREOF , this Agreement is executed the day and year first above written.

Address, E-mail, Fax. Signatures

 

136-20, 38th Avenue #3G, Flushing, Sino United Worldwide Consolidated Ltd.

NY 11354, U.S.A.

E-mail: By: /S/___________________________

Fax: Li-An Chu

 

21-1/F, No.76 Section 2 Dunhua South Road, Li-An Chu.

Taipei City, Taiwan 105.

E-mail: chujulia99@gmail.com By: /S/___________________________

Fax: +8862-2707-0905. Li-An Chu.

 

Exhibit 99.2

October 1, 2017

Loan Agreement

 

Sino United Worldwide Consolidated Ltd.

136-20 38 th  Ave. #3G

Flushing, NY 11354

 

Ladies and Gentlemen:

 

This letter agreement (the “Agreement”) shall set forth the terms pursuant to which Tee Keat Ong (the “Lender”) will advance funds to Sino United Worldwide Consolidated Ltd. (the “Company”).

 

1. Lender will lend the Company with initial amount of $50,000 which can be increased to $1,000,000 up to the lender, those money can be used to pay operating expenses as approved by SUIC. The funds will be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”), dated the date of this Agreement, among the Lender and the Company. Pursuant to the Escrow Agreement, any disbursement from escrow shall require the approval of the Lender, and the Company shall have no authority to authorize any payment from escrow. The Company shall have no right to any funds held in escrow until and unless the disbursement of such funds is authorized by the Lender.

 

2. Contemporaneously with the initial payment into escrow, the Company will execute and deliver to the Lender its 5% demand promissory note (the “Note”) in the form of Exhibit A to this Agreement in the principal amount of $50,000. The Lender shall make notations on the Note to reflect advances made to the escrow account, payments by the Company and accrued interest. The lender can convert the loan to stock at 0.001 per share with no dilution from any company action such as reverse split, spin off or reorganization of the firm. There will be more detail description regarding the conversion on the promissory note.

 

3. The Company represents and warrants to Lender that:

 

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full legal right, power and authority to execute, deliver and perform its obligations under the Credit Documents. The “Credit Documents” shall mean this Agreement, the Note, the Escrow Agreement and any other instruments or documents executed by the Company in connection with the loan being made pursuant to this Agreement.

 

(b) The execution, delivery and performance of the Credit Documents by the Company do not and will not require (i) any consent of any other person or (ii) any consent, license, permit, authorization or other approval of any court, arbitrator, administrative agency or other governmental authority, or any notice to, exemption by, any registration, declaration or filing with or the taking of any other action in respect of, any such court, arbitrator, administrative agency or other governmental authority.

 

(c) Neither execution or delivery of any Credit Document, nor the fulfillment of or compliance with its terms and provisions will (i) violate any the articles of incorporation of the Company or (ii) conflict with or result in a breach of the terms, conditions or provisions of, or cause a default under, any material agreement, instrument, franchise, license or concession to which the Company (or any of its subsidiaries) is a party or bound, other than those conflicts, breaches or defaults, if any, which would not reasonably be expected to result in any material adverse change in the Company’s business, prospects or financial condition.

 

(d) Each Credit Document has been duly and validly executed, issued and delivered by the Company, is in proper legal form for prompt enforcement and is are the valid and legally binding obligations of the Company, enforceable in accordance with their terms, except to the extent limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally, and (b) the exercise of judicial discretion in accordance with general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

4. The Company shall promptly execute and deliver (or cause to be executed and delivered), at the Company’s expense, any and all other and further instruments which may be reasonably requested by the Lender to cure any defect in the execution and delivery of any Credit Document or more fully to describe particular aspects of the agreements and undertakings set forth in the Credit Documents.

 

5. In the event that the Company fails to pay the Note upon demand, the Lender shall have the right to enforce or avail itself of any and all powers, rights and remedies available at law or provided in this Agreement, the Note, the other Credit Documents.

 

6. Notwithstanding any provision to the contrary contained in any Credit Document, it is expressly provided that in no case or event shall the aggregate of any amounts accrued or paid pursuant to this Agreement which under applicable laws are or may be deemed to constitute interest ever exceed the maximum non-usurious interest rate permitted by applicable state or federal laws. In this connection, the Company and the Lender stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. In furtherance thereof, none of the terms of this Agreement shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum rate permitted by applicable laws. The Company shall ever be liable for interest in excess of the maximum rate permitted by applicable laws. If, for any reason whatever, such interest paid or received during the full term of the applicable indebtedness produces a rate which exceeds the maximum rate permitted by applicable laws, the Lender shall credit against the principal of such indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the maximum rate permitted by applicable laws. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent required to avoid or minimize usury and to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the applicable Indebtedness so that the interest rate does not exceed the maximum rate at which interest may legally be charged. The provisions of this Section 8 shall control all agreements, whether now or hereafter existing and whether written or oral, between the Company and the Lender.

 

7. Each written instrument required by this Agreement, the Note or the other Credit Documents to be furnished to the Lender shall be duly executed by the person or persons specified (or where no particular person is specified, by such person as Lender shall require), duly acknowledged where reasonably required by the Lender and, in the case of affidavits and similar sworn instruments, duly sworn to and subscribed before a notary public duly authorized to act by governmental authority; shall be furnished to the Lender in one or more copies as required by the Lender; and shall in all respects be in form and substance satisfactory to the Lender and to its legal counsel.

 

8. All covenants, agreements, representations and warranties made by the Company in this Agreement, the Note, the other Credit Documents and any other document executed pursuant hereto or in connection herewith, and in any certificates or other documents or instruments delivered pursuant to this Agreement, the Note, the other Credit Documents or any other document executed pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the Note, the other Credit Documents and the other documents executed pursuant hereto or in connection herewith, and shall continue in full force and effect until full payment of the indebtedness evidenced by the Note and/or secured by the Credit Documents, complete performance of all of the obligations of the Company under this Agreement and final termination of the Lender’s obligations, if any, to make any further advances under the Note or to provide any other financial accommodation to the Company or any of its Subsidiaries ( provided however , that all reimbursement obligations, indemnification and hold harmless obligations and other similar obligations of the Company under any of the Credit Documents shall survive such payment, performance and termination). All such covenants, agreements, representations and warranties shall be binding upon the respective successors and assigns of the Company, but any attempted assignment of any rights of the Company hereunder without the prior written consent of the Lender shall be null and void. The Lender may, without consent of any other party, cause one or more of its affiliates to carry out all or part of the transactions contemplated hereby and otherwise assign any of its rights and obligations hereunder to any such party, so long as such affiliate is a direct or indirect subsidiary of the Lender, and the Lender may designate another party to make any advances under this Agreement subsequent to the initial advance made pursuant to this Agreement.

 

9. To the extent not prohibited by applicable law and except as otherwise expressly limited herein, the Company will pay all of the following costs and expenses and reimburse the Lender for any and all of the following expenditures incurred or expended from time to time, regardless of whether a Default or an Event of Default shall have occurred, in connection with all reasonable out-of-pocket costs and expenses for the preparation, negotiation, documentation, closing, renewal, revision, modification, increase, review or restructuring of any loan or credit facility pursuant to the Credit Documents.

 

10. The Lender shall have the right, in its sole discretion, to assign any of its rights under the Note or any other Credit Document, without the consent of the Company.

 

11. This Agreement, together with the Credit Documents, constitutes the entire agreement of the parties, superseding any and all prior or contemporaneous written or oral agreements, understandings or letters of intent with respect to the subject matter of this Agreement. This Agreement may not be modified or amended nor may any right under this Agreement be waived except by a written instrument which expressly refers to this Agreement, states that it is an amendment, modification or waiver and is signed by all parties in the case of an amendment or modification or by the party granting the waiver, in the case of a waiver. Any waiver or consent with respect to this Agreement shall be effective only in the specific instance and for the specific purpose for which given. The Lender’s exercise of any right, benefit or privilege under any of the Credit Documents or any other papers or at law or in equity shall not preclude the concurrent or subsequent exercise of Lender’s other present or future rights, benefits or privileges. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law, the Credit Documents or any other papers. No failure by the Lender to exercise, and no delay in exercising, any right under any Credit Document or any other papers shall operate as a waiver thereof.

 

12.   Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service which provides evidence of delivery or attempted delivery or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the addresses shown on the signature page of this Agreement to the attention of the person who executed this Agreement on behalf of such party, and if so given, shall be deemed given on the date of delivery or attempted delivery. Notice may also be given by telecopier or e-mail to the number or e-mail set forth on the signature page provided that the recipient acknowledges receipt of the telecopier or e-mail. Any address for notice or telecopier or e-mail may be changed at any time and from time to time, but only after ten (10) days’ advance written notice to the other party and shall be the most recent such address furnished in writing by the applicable party to the other party hereto. Actual notice, however and from whomever given or received, shall always be effective when received. Whenever (and if) notice by telecopy by the Company is permitted hereunder, it is intended for the convenience of the Company, and the Lender may rely on, and shall not be liable for acting (or refraining from acting) upon, any notice, instruction or request purporting to have been signed or presented by the proper party unless such action (or refraining from action) constitutes gross negligence or willful misconduct.

 

13.   This Agreement and the other Credit Documents are shall be governed in accordance with the laws of the State of New York applicable to agreements entered and to be performed wholly within such State, without regard to principles of conflicts of laws. Any legal proceeding in respect of this Agreement or the other Credit Documents shall be brought exclusively in the state or federal courts in New York County, New York (collectively, the “ Specified Courts ”), to the exclusion of all other venues. The Company and the Lender hereby irrevocably submit to the exclusive jurisdiction of such state and federal courts of the State of New York. The Company and the Lender hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Credit Document brought in any Specified Court, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Lender further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding in the manner set forth in Section 13 (other than by telecopier) or in any other manner permitted by law. The Company and the Lender agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

14.   If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. Each waiver in this Agreement is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against the Lender.

15. This Agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

 

16.  THE COMPANY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE COMPANY MAY HAVE TO CLAIM OR RECOVER FROM THE LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES

 

17.  EACH OF THE COMPANY AND THE LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE COMPANY AND THE LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE COMPANY AND THE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE COMPANY AND THE LENDER.

 

18. The Lender hereby notifies the Company that, pursuant to the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001 (Public Law 107–56) and regulations promulgated thereunder, the Lender is or may be required to obtain, verify and record information that identifies the Company, including without limitation the name, address and identification number of the Company.

 

19.  THIS AGREEMENT, THE NOTE AND THE OTHER CREDIT DOCUMENTS AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY THE COMPANY AND THE LENDER OR BY ANY OBLIGOR IN FAVOR OF THE LENDER SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE COMPANY AND THE LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE COMPANY AND THE LENDER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE COMPANY AND THE LENDER.

 

IN WITNESS WHEREOF, the parties have executed this Agreement this 1st day of October, 2017.

 

Address, telecopier no. and email Signature
136-20 38 th  Ave. #3G Sino United Worldwide Consolidated Ltd.
Flushing, NY 11354  
e-mail: georgechang1314520@gmail.com By: /s/ Chi Shun Chang
Fax:   Chi Shun Chang, CEO
     

 

e-mail:sinoman2013@yahoo.com By: /s/ Tee Keat Ong
Fax:   Tee Keat Ong

 

Exhibit 99.3

PROMISSORY NOTE

Oct. 1, 2017

 

FOR VALUE RECEIVED, the undersigned, Sino United Worldwide Consolidated Ltd. a Nevada Corporation,or its successors and assigns (the “Maker”), unconditionally promises to pay to the order of Tee Keat Ong, or its successors and assigns (the “Holder”), the principal sum of Fifty Thousand Dollars ($50,000) with interest at the rate of five percent (5%) per annum and, in addition thereto, as specified herein.

 

WHEREAS, the Maker is indebted to the Holder hereof in the said amount of this Note for monies received to Maker for operating capital thereby allowing Maker to fulfill other monetary obligations.

 

NOW THEREFORE , in consideration of the mutual promises and covenants contained herein,the parties hereto agree as follows:

 

1. Payments . The Maker agrees to pay the principal of this Note within ten (10) days following demand from the Holder requesting payment, which demand may be made at any time after the 120 th day following the issue date of this Note. The Maker shall have the right to prepay this Note in whole at any time or in part from time to time. Any payments, including prepayments, of principal of this Note,whether upon demand, at the option of the Company, upon default or otherwise shall include a repayment premium equal to the product of (a) the Repayment Percentage (as defined below) and (b) the number of thirty (30) day periods (rounded up to the next whole number) (each 30-day period referred to as a “Monthly Period”) that this Note has been outstanding (computed from the date of issuance of this Note to the date of payment) but in no event higher than the maximum amount permitted by law. For purposes of this Note, the Repayment Percentage shall mean one and one-half percent (1.5%) of the outstanding principal amount of this Note. All payments by the Maker on account of principal, premium, interest or fees hereunder shall be made in money of the United States of America that at the time of payment is legal tender.

 

2. Interest. Without limiting any of the rights of the holder of this Note under Section 4 of this Note,if any payment of principal or premium thereon is not made when the same shall become due and payable hereunder, interest shall accrue thereon at a rate per annum equal to ten percent (10%) per annum. Notwithstanding anything to the contrary contained herein, no payments that are considered interest shall accrue or be payable at a rate in excess of the maximum amount permitted by law.

 

3. Use of Proceeds. The Company agrees to use the proceeds from the sale and issuance of the Bridge Notes only for payment of general business operating expenses to preserve the viability of the Company as it engages in the regular course of business customary to the industry. (This item does not apply if this note is created as a result of an unpaid fees associated with a Consulting or Services agreement)

 

4. Conversion.

(a) At any time after the date that is 60 days following the issue date of this Note and from time to time, the Holder may convert all or any portion of this Note, together with the Repayment Percentage,and accrued and unpaid interest and fees due on this Note (the “Conversion Amount”) into shares of common stock of the Maker (the “Common Stock”).

(b) If the Holder elects to convert less than the full principal amount of this Note, the Maker shall issue a Note in substantially the same form as this Note, except that the principal amount shall be reduced by the principal amount so converted (exclusive of the redemption premium).

(c) The number of shares of Common Stock issuable upon conversion of this Note is equal to the quotient of the Conversion Amount of that portion of the Note being converted divided by the Conversion Price. Fractional shares will not be issued. In lieu of any fraction of a share, the Maker shall deliver its check for the dollar amount of the less than full share remainder. For purposes of this Note, the“Conversion Price” is 0.001 per share for this note. The conversion price will not be increase or reduce, that is no dilution from any company action such as reverse split, spin off or reorganization of the firm.

(d) To convert this Note into Common Stock, (the “Conversion Date”), the Holder hereof shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59 P.M., Eastern Time, on such date, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Maker or its designated transfer agent for its Common Stock (the “Transfer Agent”), and(B) surrender to a common carrier for delivery to the Maker or the Transfer Agent as soon as practicable following such date, this Note (or an indemnification undertaking with respect to such shares in the case of the loss, theft, or destruction of this Note) and the originally executed Conversion Notice. The date the Maker receives the Conversion Note and this Note is hereinafter the “Conversion Date.”

(e) Upon receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to be converted pursuant to a Conversion Notice,together with the originally executed Conversion Notice, the Maker or the Transfer Agent (as applicable) shall, within five (5) business days following the date of receipt, (A) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of Holder or its designee, for the number of shares of Common Stock to which Holder shall be entitled or (B) credit the aggregate number of shares of Common Stock to which such Holder shall been titled to the Holder’s or its designee’s balance account at The Depository Trust Company.

(f) The Person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the “Record Holder” or Holder of such shares of Common Stock on the Conversion Date.

(g) Until such time as this Note has been fully redeemed, the Maker shall reserve out of its authorized but unissued Common Stock enough shares of Common Stock to permit the conversion of the entire Redemption Price and all accrued and unpaid interest due on this Note at any time. All shares of Common Stock issued upon conversion of this Note shall be fully paid and non-assessable. The Maker covenants that if any shares of Common Stock, required to be reserved for purposes of conversion of this Note hereunder, require registration with or approval of any governmental authority under any federal or state law or listing upon any national securities exchange before such shares may be issued upon conversion, the Maker shall in good faith, as expeditiously as possible, endeavor to cause such shares to be duly registered, approved or listed, as the case may be.

 

5. Events of Default. If any of the following conditions or events shall occur and be continuing: (a) the Maker shall default in the payment of principal of this Note when the same becomes due and payable; (b) the Maker shall admit in writing its inability to pay its debts as such debts become due; (c) the Maker shall make a general assignment for the benefit of creditors; (d) the Maker shall commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect); (e) the Maker shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there shall have been instituted against the Maker any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under the Federal

Bankruptcy Code or any other law relating to bankruptcy, insolvency or adjustment of debts, which are not dismissed within sixty (60) days after such institution; or (g) the Maker shall take any action for the purposes of effecting any of the foregoing; then, and in any such event, the Holder may at any time(unless all defaults shall theretofore have been remedied) at its option, declare this Note to be due and payable, whereupon this Note shall forthwith mature and become due and payable, together with interest accrued thereon, without presentment, demand, protest or notice, all of which are hereby waiver.

 

6. No Waiver; Rights and Remedies Cumulative. No failure on the part of the holder of this Note to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the holder of this Note of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any remedies or rights provided by law or by any other agreement between the Maker and the Holder.

 

7. Costs and Expenses. The Maker shall reimburse the holder of this Note for all costs and expenses incurred by it, and shall pay the reasonable fees and disbursements of counsel to the holder of this Note,in connection with the enforcement of the holder's rights hereunder, whether or not legal proceedings are initiated.

 

8. Amendments. No amendment, modification or waiver of any provision of this Note nor consent to any departure by the Maker there from shall be effective unless the same shall be in writing and signed by the holder of this Note and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

 

9. Governing Law; Jurisdiction and Service of Process. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note, any document or instrument delivered pursuant to, in connection with, or simultaneously with, this Note or a breach of this Note or any such document or instrument. In any such action or proceeding, the Maker waives personal service of any summons, complaint, or other process and agrees that service thereof may be made in accordance with Section 10 of this Note. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the Maker shall appear or answer such summons, complaint, or other process. Should the Maker so served fail to appear or answer within such 30-day period or such extended period,as the case may be, the Maker shall be deemed in default and judgment may be entered by the Holder against the Maker as demanded in any summons, complaint, or other process so served.

 

10. Successors and Assigns. This Note shall be binding upon the Maker and its successors and permitted assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns, including subsequent holders hereof. This Note shall be binding upon the Company and its successors and permitted assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns, including subsequent holders hereof.

 

11. Notice. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been received: (a) upon hand delivery (receipt acknowledged) or delivery by telecopy or facsimile (with transmission confirmation report) if delivered on a business day during normal business hours where such notice is to be received, or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received; or (b) on the second business day following the date of mailing by express courier service,fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever first shall occur, to the address set forth above or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10 except that such change shall not be effective until actual receipt thereof.

 

12 . Severability. The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction.

 

13. Waiver of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of protest and all other demands or notices in connection with the delivery, acceptance, performance,default or enforcement of this Note.

 

14. Set-off, Counterclaim. In the event the holder hereof seeks to enforce its rights under this Note,the Maker waives the right to interpose any set-off or counterclaim of any nature or description against the holder.

 

15. Headings. The headings in this Note are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Note.

 

16 . Equity Blocker: The Holder shall not convert this debenture into shares of common stock in an amount greater than 4.99% (9.99% if the company is not a fully reporting company under the Securties Exchange Act of 1934(“NON REPORTING”)) of the total issued and outstanding shares of common stock of the company, at any time during the term of this Debenture.

 

IN WITNESS WHEREOF , the undersigned have duly executed this Note as of the date first above written.

 

MAKER:

By: _______________________________

Sino United Worldwide Consolidated Ltd.

 

HOLDER:

By: _______________________________

Tee Keat Ong

Exhibit 99.4

October 1, 2017

Loan Agreement

 

Sino United Worldwide Consolidated Ltd.

136-20 38 th  Avenue,Unit 3G

Flushing, NY 11354.

 

Ladies and Gentlemen:

 

This letter agreement (the “Agreement”) shall set forth the terms pursuant to which Shoou ChynKan (the “Lender”) will advance funds to Sino United Worldwide Consolidated Ltd. (the “Company”).

 

1. Lender will lend the Company with initial amount of $65,000 which can be increased to $1,000,000 up to the lender, those money can be used to pay operating expenses as approved by SUIC. The funds will be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”), dated the date of this Agreement, among the Lender and the Company. Pursuant to the Escrow Agreement, any disbursement from escrow shall require the approval of the Lender, and the Company shall have no authority to authorize any payment from escrow. The Company shall have no right to any funds held in escrow until and unless the disbursement of such funds is authorized by the Lender.

 

2. Contemporaneously with the initial payment into escrow, the Company will execute and deliver to the Lender its 5% demand promissory note (the “Note”) in the form of Exhibit A to this Agreement in the principal amount of $65,000. The Lender shall make notations on the Note to reflect advances made to the escrow account, payments by the Company and accrued interest. The lender can convert the loan to stock at 0.001 per share with no dilution from any company action such as reverse split, spin off or reorganization of the firm. There will be more detail description regarding the conversion on the promissory note.

 

3. The Company represents and warrants to Lender that:

 

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full legal right, power and authority to execute, deliver and perform its obligations under the Credit Documents. The “Credit Documents” shall mean this Agreement, the Note, the Escrow Agreement and any other instruments or documents executed by the Company in connection with the loan being made pursuant to this Agreement.

 

(b) The execution, delivery and performance of the Credit Documents by the Company do not and will not require (i) any consent of any other person or (ii) any consent, license, permit, authorization or other approval of any court, arbitrator, administrative agency or other governmental authority, or any notice to, exemption by, any registration, declaration or filing with or the taking of any other action in respect of, any such court, arbitrator, administrative agency or other governmental authority.

 

(c) Neither execution or delivery of any Credit Document, nor the fulfillment of or compliance with its terms and provisions will (i) violate any of the articles of incorporation of the Company or (ii) conflict with or result in a breach of the terms, conditions or provisions of, or cause a default under, any material agreement, instrument, franchise, license or concession to which the Company (or any of its subsidiaries) is a party or bound, other than those conflicts, breaches or defaults, if any, which would not reasonably be expected to result in any material adverse change in the Company’s business, prospects or financial condition.

 

(d) Each Credit Document has been duly and validly executed, issued and delivered by the Company, is in proper legal form for prompt enforcement and is are the valid and legally binding obligations of the Company, enforceable in accordance with their terms, except to the extent limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally, and (b) the exercise of judicial discretion in accordance with general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

4. The Company shall promptly execute and deliver (or cause to be executed and delivered), at the Company’s expense, any and all other and further instruments which may be reasonably requested by the Lender to cure any defect in the execution and delivery of any Credit Document or more fully to describe particular aspects of the agreements and undertakings set forth in the Credit Documents.

 

5. In the event that the Company fails to pay the Note upon demand, the Lender shall have the right to enforce or avail itself of any and all powers, rights and remedies available at law or provided in this Agreement, the Note, the other Credit Documents.

 

6. Notwithstanding any provision to the contrary contained in any Credit Document, it is expressly provided that in no case or event shall the aggregate of any amounts accrued or paid pursuant to this Agreement which under applicable laws are or may be deemed to constitute interest ever exceed the maximum non-usurious interest rate permitted by applicable state or federal laws. In this connection, the Company and the Lender stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. In furtherance thereof, none of the terms of this Agreement shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum rate permitted by applicable laws. The Company shall ever be liable for interest in excess of the maximum rate permitted by applicable laws. If, for any reason whatever, such interest paid or received during the full term of the applicable indebtedness produces a rate which exceeds the maximum rate permitted by applicable laws, the Lender shall credit against the principal of such indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the maximum rate permitted by applicable laws. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent required to avoid or minimize usury and to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the applicable Indebtedness so that the interest rate does not exceed the maximum rate at which interest may legally be charged. The provisions of this Section 8 shall control all agreements, whether now or hereafter existing and whether written or oral, between the Company and the Lender.

 

7. Each written instrument required by this Agreement, the Note or the other Credit Documents to be furnished to the Lender shall be duly executed by the person or persons specified (or where no particular person is specified, by such person as Lender shall require), duly acknowledged where reasonably required by the Lender and, in the case of affidavits and similar sworn instruments, duly sworn to and subscribed before a notary public duly authorized to act by governmental authority; shall be furnished to the Lender in one or more copies as required by the Lender; and shall in all respects be in form and substance satisfactory to the Lender and to its legal counsel.

 

8. All covenants, agreements, representations and warranties made by the Company in this Agreement, the Note, the other Credit Documents and any other document executed pursuant hereto or in connection herewith, and in any certificates or other documents or instruments delivered pursuant to this Agreement, the Note, the other Credit Documents or any other document executed pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the Note, the other Credit Documents and the other documents executed pursuant hereto or in connection herewith, and shall continue in full force and effect until full payment of the indebtedness evidenced by the Note and/or secured by the Credit Documents, complete performance of all of the obligations of the Company under this Agreement and final termination of the Lender’s obligations, if any, to make any further advances under the Note or to provide any other financial accommodation to the Company or any of its Subsidiaries ( provided however , that all reimbursement obligations, indemnification and hold harmless obligations and other similar obligations of the Company under any of the Credit Documents shall survive such payment, performance and termination). All such covenants, agreements, representations and warranties shall be binding upon the respective successors and assigns of the Company, but any attempted assignment of any rights of the Company hereunder without the prior written consent of the Lender shall be null and void. The Lender may, without consent of any other party, cause one or more of its affiliates to carry out all or part of the transactions contemplated hereby and otherwise assign any of its rights and obligations hereunder to any such party, so long as such affiliate is a direct or indirect subsidiary of the Lender, and the Lender may designate another party to make any advances under this Agreement subsequent to the initial advance made pursuant to this Agreement.

 

9. To the extent not prohibited by applicable law and except as otherwise expressly limited herein, the Company will pay all of the following costs and expenses and reimburse the Lender for any and all of the following expenditures incurred or expended from time to time, regardless of whether a Default or an Event of Default shall have occurred, in connection with all reasonable out-of-pocket costs and expenses for the preparation, negotiation, documentation, closing, renewal, revision, modification, increase, review or restructuring of any loan or credit facility pursuant to the Credit Documents.

 

10. The Lender shall have the right, in its sole discretion, to assign any of its rights under the Note or any other Credit Document, without the consent of the Company.

 

11. This Agreement, together with the Credit Documents, constitutes the entire agreement of the parties, superseding any and all prior or contemporaneous written or oral agreements, understandings or letters of intent with respect to the subject matter of this Agreement. This Agreement may not be modified or amended nor may any right under this Agreement be waived except by a written instrument which expressly refers to this Agreement, states that it is an amendment, modification or waiver and is signed by all parties in the case of an amendment or modification or by the party granting the waiver, in the case of a waiver. Any waiver or consent with respect to this Agreement shall be effective only in the specific instance and for the specific purpose for which given. The Lender’s exercise of any right, benefit or privilege under any of the Credit Documents or any other papers or at law or in equity shall not preclude the concurrent or subsequent exercise of Lender’s other present or future rights, benefits or privileges. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law, the Credit Documents or any other papers. No failure by the Lender to exercise, and no delay in exercising, any right under any Credit Document or any other papers shall operate as a waiver thereof.

 

12.   Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service which provides evidence of delivery or attempted delivery or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the addresses shown on the signature page of this Agreement to the attention of the person who executed this Agreement on behalf of such party, and if so given, shall be deemed given on the date of delivery or attempted delivery. Notice may also be given by telecopier or e-mail to the number or e-mail set forth on the signature page provided that the recipient acknowledges receipt of the telecopier or e-mail. Any address for notice or telecopier or e-mail may be changed at any time and from time to time, but only after ten (10) days’ advance written notice to the other party and shall be the most recent such address furnished in writing by the applicable party to the other party hereto. Actual notice, however and from whomever given or received, shall always be effective when received. Whenever (and if) notice by telecopy by the Company is permitted hereunder, it is intended for the convenience of the Company, and the Lender may rely on, and shall not be liable for acting (or refraining from acting) upon, any notice, instruction or request purporting to have been signed or presented by the proper party unless such action (or refraining from action) constitutes gross negligence or willful misconduct.

 

13.   This Agreement and the other Credit Documents are shall be governed in accordance with the laws of the State of New York applicable to agreements entered and to be performed wholly within such State, without regard to principles of conflicts of laws. Any legal proceeding in respect of this Agreement or the other Credit Documents shall be brought exclusively in the state or federal courts in New York County, New York (collectively, the “ Specified Courts ”), to the exclusion of all other venues. The Company and the Lender hereby irrevocably submit to the exclusive jurisdiction of such state and federal courts of the State of New York. The Company and the Lender hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Credit Document brought in any Specified Court, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Lender further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding in the manner set forth in Section 13 (other than by telecopier) or in any other manner permitted by law. The Company and the Lender agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

14.   If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. Each waiver in this Agreement is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against the Lender.

15. This Agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

 

16.  THE COMPANY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE COMPANY MAY HAVE TO CLAIM OR RECOVER FROM THE LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES

 

17.  EACH OF THE COMPANY AND THE LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE COMPANY AND THE LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE COMPANY AND THE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE COMPANY AND THE LENDER.

 

18. The Lender hereby notifies the Company that, pursuant to the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001 (Public Law 107–56) and regulations promulgated thereunder, the Lender is or may be required to obtain, verify and record information that identifies the Company, including without limitation the name, address and identification number of the Company.

 

19.  THIS AGREEMENT, THE NOTE AND THE OTHER CREDIT DOCUMENTS AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY THE COMPANY AND THE LENDER OR BY ANY OBLIGOR IN FAVOR OF THE LENDER SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE COMPANY AND THE LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE COMPANY AND THE LENDER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE COMPANY AND THE LENDER.

 

IN WITNESS WHEREOF, the parties have executed this Agreement this 1st day of October, 2017.

 

Address, telecopier no. and email Signatures    
136-20 38 th  Ave. #3G Sino United Worldwide Consolidated Ltd.    
Flushing, NY 11354      
e-mail: georgechang1314520@gmail.com By: /s/ Chi Shun Chang_______________________    
Fax:   Chi Shun Chang, CEO    
         
       
e-mail: shoouckan@yahoo.com        
Fax: By: /s/ Shoou Chyn Kan                                      _    
  Shoou Chyn Kan
   
           

 

Exhibit 99.5

PROMISSORY NOTE

October 1, 2017

 

FOR VALUE RECEIVED, the undersigned, Sino United Worldwide Consolidated Ltd. a Nevada Corporation,or its successors and assigns (the “Maker”), unconditionally promises to pay to the order of Shoou Chyn Kan, or its successors and assigns (the “Holder”), the principal sum of Sixty-Five Thousand Dollars ($65,000) with interest at the rate of five percent (5%) per annum and, in addition thereto, as specified herein.

 

WHEREAS, the Maker is indebted to the Holder hereof in the said amount of this Note for monies received to Maker for operating capital thereby allowing Maker to fulfill other monetary obligations.

 

NOW THEREFORE , in consideration of the mutual promises and covenants contained herein,the parties hereto agree as follows:

 

1. Payments . The Maker agrees to pay the principal of this Note within ten (10) days following demand from the Holder requesting payment, which demand may be made at any time after the 120 th day following the issue date of this Note. The Maker shall have the right to prepay this Note in whole at any time or in part from time to time. Any payments, including prepayments, of principal of this Note,whether upon demand, at the option of the Company, upon default or otherwise shall include are payment premium equal to the product of (a) the Repayment Percentage (as defined below) and (b) the number of thirty (30) day periods (rounded up to the next whole number) (each 30-day period referred to as a “Monthly Period”) that this Note has been outstanding (computed from the date of

issuance of this Note to the date of payment) but in no event higher than the maximum amount permitted by law. For purposes of this Note, the Repayment Percentage shall mean one and one-half percent (1.5%) of the outstanding principal amount of this Note. All payments by the Maker on account of principal, premium, interest or fees hereunder shall be made in money of the United States of America that at the time of payment is legal tender.

 

2. Interest. Without limiting any of the rights of the holder of this Note under Section 4 of this Note,if any payment of principal or premium thereon is not made when the same shall become due and payable hereunder, interest shall accrue thereon at a rate per annum equal to ten percent (10%) per annum. Notwithstanding anything to the contrary contained herein, no payments that are considered interest shall accrue or be payable at a rate in excess of the maximum amount permitted by law.

 

3. Use of Proceeds. The Company agrees to use the proceeds from the sale and issuance of the Bridge Notes only for payment of general business operating expenses to preserve the viability of the Company as it engages in the regular course of business customary to the industry. (This item does not apply if this note is created as a result of an unpaid fees associated with a Consulting or Services agreement)

 

4. Conversion.

(a) At any time after the date that is 60 days following the issue date of this Note and from time to time, the Holder may convert all or any portion of this Note, together with the Repayment Percentage,and accrued and unpaid interest and fees due on this Note (the “Conversion Amount”) into shares of common stock of the Maker (the “Common Stock”).

(b) If the Holder elects to convert less than the full principal amount of this Note, the Maker shall issue a Note in substantially the same form as this Note, except that the principal amount shall be reduced by the principal amount so converted (exclusive of the redemption premium).

(c) The number of shares of Common Stock issuable upon conversion of this Note is equal to the quotient of the Conversion Amount of that portion of the Note being converted divided by the Conversion Price. Fractional shares will not be issued. In lieu of any fraction of a share, the Maker shall deliver its check for the dollar amount of the less than full share remainder. For purposes of this Note, the“Conversion Price” is 0.001 per share for this note. The conversion price will not be increased or reduced, that is no dilution from any company action such as reverse split, spin off or reorganization of the firm.

(d) To convert this Note into Common Stock, (the “Conversion Date”), the Holder hereof shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59 P.M., Eastern Time, on such date, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Maker or its designated transfer agent for its Common Stock (the “Transfer Agent”), and(B) surrender to a common carrier for delivery to the Maker or the Transfer Agent as soon as practicable following such date, this Note (or an indemnification undertaking with respect to such shares in the case of the loss, theft, or destruction of this Note) and the originally executed Conversion Notice. The date the Maker receives the Conversion Note and this Note is hereinafter the “Conversion Date.”

(e) Upon receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to be converted pursuant to a Conversion Notice,together with the originally executed Conversion Notice, the Maker or the Transfer Agent (as applicable) shall, within five (5) business days following the date of receipt, (A) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of Holder or its designee, for the number of shares of Common Stock to which Holder shall be entitled or (B) credit the aggregate number of shares of Common Stock to which such Holder shall been titled to the Holder’s or its designee’s balance account at The Depository Trust Company.

(f) The Person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the “Record Holder” or Holder of such shares of Common Stock on the Conversion Date.

(g) Until such time as this Note has been fully redeemed, the Maker shall reserve out of its authorized but unissued Common Stock enough shares of Common Stock to permit the conversion of the entire Redemption Price and all accrued and unpaid interest due on this Note at any time. All shares of Common Stock issued upon conversion of this Note shall be fully paid and non-assessable. The Maker covenants that if any shares of Common Stock, required to be reserved for purposes of conversion of this Note hereunder, require registration with or approval of any governmental authority under any federal or state law or listing upon any national securities exchange before such shares may be issued upon conversion, the Maker shall in good faith, as expeditiously as possible, endeavor to cause such shares to be duly registered, approved or listed, as the case may be.

 

5. Events of Default. If any of the following conditions or events shall occur and be continuing: (a) the Maker shall default in the payment of principal of this Note when the same becomes due and payable; (b) the Maker shall admit in writing its inability to pay its debts as such debts become due; (c) the Maker shall make a general assignment for the benefit of creditors; (d) the Maker shall commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect); (e) the Maker shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there shall have been instituted against the Maker any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under the Federal

Bankruptcy Code or any other law relating to bankruptcy, insolvency or adjustment of debts, which are not dismissed within sixty (60) days after such institution; or (g) the Maker shall take any action for the purposes of effecting any of the foregoing; then, and in any such event, the Holder may at any time(unless all defaults shall theretofore have been remedied) at its option, declare this Note to be due and payable, whereupon this Note shall forthwith mature and become due and payable, together with interest accrued thereon, without presentment, demand, protest or notice, all of which are hereby waiver.

 

6. No Waiver; Rights and Remedies Cumulative. No failure on the part of the holder of this Note to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the holder of this Note of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any remedies or rights provided by law or by any other agreement between the Maker and the Holder.

 

7. Costs and Expenses. The Maker shall reimburse the holder of this Note for all costs and expenses incurred by it, and shall pay the reasonable fees and disbursements of counsel to the holder of this Note,in connection with the enforcement of the holder's rights hereunder, whether or not legal proceedings are initiated.

 

8. Amendments. No amendment, modification or waiver of any provision of this Note nor consent to any departure by the Maker there from shall be effective unless the same shall be in writing and signed by the holder of this Note and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

 

9. Governing Law; Jurisdiction and Service of Process. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note, any document or instrument delivered pursuant to, in connection with, or simultaneously with, this Note or a breach of this Note or any such document or instrument. In any such action or proceeding, the Maker waives personal service of any summons, complaint, or other process and agrees that service thereof may be made in accordance with Section 10 of this Note. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the Maker shall appear or answer such summons, complaint, or other process. Should the Maker so served fail to appear or answer within such 30-day period or such extended period,as the case may be, the Maker shall be deemed in default and judgment may be entered by the Holder against the Maker as demanded in any summons, complaint, or other process so served.

 

10. Successors and Assigns. This Note shall be binding upon the Maker and its successors and permitted assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns, including subsequent holders hereof. This Note shall be binding upon the Company and its successors and permitted assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns, including subsequent holders hereof.

 

11. Notice. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been received: (a) upon hand delivery (receipt acknowledged) or delivery by telecopy or facsimile (with transmission confirmation report) if delivered on a business day during normal business hours where such notice is to be received, or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received; or (b) on the second business day following the date of mailing by express courier service,fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever first shall occur, to the address set forth above or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10 except that such change shall not be effective until actual receipt thereof.

 

12 . Severability. The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction.

 

13. Waiver of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of protest and all other demands or notices in connection with the delivery, acceptance, performance,default or enforcement of this Note.

 

14. Set-off, Counterclaim. In the event the holder hereof seeks to enforce its rights under this Note,the Maker waives the right to interpose any set-off or counterclaim of any nature or description against the holder.

 

15. Headings. The headings in this Note are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Note.

 

16 . Equity Blocker: The Holder shall not convert this debenture into shares of common stock in an amount greater than 4.99% (9.99% if the company is not a fully reporting company under the Securities Exchange Act of 1934(“NON REPORTING”)) of the total issued and outstanding shares of common stock of the company, at any time during the term of this Debenture.

 

IN WITNESS WHEREOF , the undersigned have duly executed this Note as of the date first above written.

 

MAKER:

By: ________________________________

Sino United Worldwide Consolidated Ltd.

 

HOLDER:

By: ________________________________

Shoou Chyn Kan

Exhibit 99.6

 

 

EMPLOYMENT AGREEMENT

 

AGREEMENT  dated as of the 1st day of October, 2017, by and among Sino United Worldwide Consolidated Ltd., a Nevada corporation with its principal office at 136-20 38 th  Ave. Unit 3G, Flushing, NY 11354 (the “Company”), and Chi Shun Chang, an individual residing at Flushing, NY. (“Executive”).

 

W I T N E S S E T H:

 

WHEREAS , the Company desires to engage the Executive to serve as its chief executive officer on and subject to the terms of this Agreement;

 

NOW, THEREFORE , in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

 

1.   Employment and Duties .

 

(a)   Subject to the terms and conditions hereinafter set forth, the Company hereby employs Executive as its Chief Executive Officer during the Term, as hereinafter defined. In this capacity he will perform such duties as may be assigned to him by the Company’s chief executive officer or the board of directors. His duties will include the duties normally associated with the chief executive officer of a publicly traded company, which is a smaller reporting company, including services participation in road shows and investor conference calls and, if requested, attending meetings of the Company’s board of directors and audit committee as a guest. If requested, he shall also act as the Company’s contact person in dealing with stockholder and investor relations matters. Executive shall report to the Company’s chief executive officer. Executive shall also perform such other duties and responsibilities as may be determined by the Company’s chief executive officer, as long as such duties and responsibilities are consistent with those set forth in this Section 1(a).

 

(b)   The “Term” shall mean the period commencing on the date of this Agreement and terminating on September 30, 2022, unless otherwise terminated as provided in this Agreement.

 

2.   Executive’s Performance . Executive hereby accepts the employment contemplated by this Agreement. During the Term, Executive shall perform his duties diligently, in good faith and in a manner consistent with the best interests of the Company.

 

3.   Compensation . For his services during the Term, the Company shall pay Executive a salary (“Salary”) at the monthly rate of $2,500, which is a total of $30,000 for the twelve month Term of this Agreement. The monthly salary will be paid at the end of the month. For purposes of this Agreement a month is the one-month period ending on the 30 th  day of the month. Executive’s compensation for the month of October 2017 shall be prorated.

 

4.   Reimbursement of Expenses . The Company shall reimburse Executive, upon presentation of proper expense statements, for all authorized, ordinary and necessary out-of-pocket expenses reasonably incurred by Executive during the Term in connection with the performance of his services pursuant to this Agreement in accordance with the Company’s expense reimbursement policy. Any expense of $100 or more shall require the prior approval of the Company. Although it is not expected that Executive will be required to take overseas travel during the Term, in the event that he is requested to travel overseas, the Company will pay coach fare.

 

5.   Termination of Employment . This Agreement and Executive’s employment pursuant to this Agreement may be terminated by the Executive or the Company on not less than 10 days’ written notice. In the event of termination, the Company shall pay Executive his Salary to the date of termination, prorated for partial months.

 

6.   Trade Secrets and Proprietary Information .

 

(a)   Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future confidential information. “Confidential information” shall mean all information of a proprietary or confidential nature relating to Covered Persons, including, but not limited to, such Covered Person’s trade secrets or proprietary information, confidential know-how, and marketing, services, products, business, research and development activities, inventions and discoveries, whether or not patentable, and information concerning such Covered Person’s services, business, customer or client lists, proposed services, marketing strategy, pricing policies and the requirements of its clients and relationships with its lenders, suppliers, licensors, licensees and others with which a Covered Person has a business relationship, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage. Executive agrees that he will not at any time use or disclose to any person any confidential information relating to Company; provided, however, that nothing in this Section 6(a) shall be construed to prohibit Executive from using or disclosing such information if he can demonstrate that such information (i) became public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure or (ii) was disclosure that was authorized by the Company. The term “Covered Person” shall include the Company, any subsidiaries and affiliates and any other person who provides information to the Company pursuant to a secrecy or non-disclosure agreement.

 

(b)   In the event that any confidential information is required to be produced by Executive pursuant to legal process (including judicial process or governmental administrative subpoena), Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the confidential information.

 

(c)   Executive shall, upon expiration or termination of the Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in Executive’s possession or under Executive’s control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s hard drive or other storage media, he shall, upon the request of the Company, cause either such information to be erased from his computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material.

 

(d)   Executive further realizes that any trading in Company’s common stock or other securities or aiding or assisting others in trading in Company’s common stock or other securities, including disclosing any non-public information concerning Company or its affiliates to a person who uses such information in trading in the Company’s common stock or other securities, may constitute a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s common stock or other securities while in the possession of material non-public information in a manner that would constitute a violation of federal and state securities laws and shall not disclose any material non-public information except pursuant to a confidentiality agreement approved by the Company’s chief executive officer.

 

(e)   For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, and any subsidiaries and affiliates.

 

7.   Covenant Not To Solicit or Compete .

 

(a)   During the period from the date of this Agreement until one year following the date on which Executive’s employment is terminated, Executive will not, directly or indirectly:

 

(i)   persuade or attempt to persuade any person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or   to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employment or consulting relationship, as the case may be);

 

(ii)   solicit for himself or any other person other than the Company the business of any person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment or consulting relationship;

 

(iii)   persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities.

 

(b)   Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide.

 

(c)   The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

 

(d)   Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

 

8.   Injunctive Relief . Executive agrees that his violation or threatened violation of any of the provisions of Sections 6 or 7 of this Agreement shall cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of any of said provisions, Executive consents to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of such provisions and compelling Executive to comply with such provisions. This Section 8 shall not affect or limit, and the injunctive relief provided in this Section 8 shall be in addition to, any other remedies available to the Company at law or in equity or in arbitration for any such violation by Executive. The provisions of Sections 6, 7 and 8 of this Agreement shall survive any termination of this Agreement and Executive’s employment relationship pursuant to this Agreement.

 

9.   Indemnification . The Company shall provide Executive with payment of legal fees and indemnification to the maximum extent permitted by the Company’s certificate of incorporation, by-laws and applicable law.

 

10.   Representations by the Parties .

 

(a)   Executive represents, warrants, covenants and agrees that he has a right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using.

 

(b)   The Company represents, warrants and agrees that it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.

 

11.   Miscellaneous .

 

(a)   Any notice, consent or communication required under the provisions of this Agreement shall be given in writing and sent or delivered by hand, overnight courier or messenger service, against a signed receipt or acknowledgment of receipt, or by registered or certified mail, return receipt requested, or telecopier or similar means of communication if receipt is acknowledged or if transmission is confirmed by mail as provided in this Section 11(a), to the parties at their respective addresses set forth at the beginning of this Agreement, with notice to the Company being sent to the attention of the individual who executed this Agreement on its behalf. Any party may, by like notice, change the person, address or telecopier number to which notice is to be sent.

 

(b)   This agreement shall be governed by the laws of the State of New York applicable to agreements executed and to be performed wholly within such state, without regard to principles of conflicts of laws.

 

(c)   If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law, and any court having jurisdiction may reduce the scope of any provision of this Agreement, including the geographic and temporal restrictions set forth in Section 7 of this Agreement, so that it complies with applicable law.

 

(d)   This Agreement constitutes the entire agreement of the Company and Executive as to the subject matter hereof, superseding all prior or contemporaneous written or oral understandings or agreements, including any and all previous employment agreements or understandings, all of which are hereby terminated, with respect to the subject matter covered in this Agreement. This Agreement may not be modified or amended, nor may any right be waived, except by a writing which expressly refers to this Agreement, states that it is intended to be a modification, amendment or waiver and is signed by both parties in the case of a modification or amendment or by the party granting the waiver. No course of conduct or dealing between the parties and no custom or trade usage shall be relied upon to vary the terms of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

(e)   No party shall have the right to assign or transfer any of its or his rights hereunder except that the Company’s rights and obligations may be assigned in connection with a merger of consolidation of the Company or a sale by the Company of all or substantially all of its business and assets.

 

(f)   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns.

 

(g)   The headings in this Agreement are for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

 

(h)   This Agreement may be executed in counterparts, each of which when so executed and delivered will be an original document, but both of which counterparts will together constitute one and the same instrument.

 

     

 

[Signatures on following page]

 

 

 

  IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.

 

Sino United Worldwide Consolidated Ltd.

 

 

By:  /s/ Chi Shun Chang

Name: Chi Shun Chang

Title: Chief Executive Officer

 

EXECUTIVE:

 

 

 

/s/ Chi Shun Chang

Chi Shan Chang