Attached files
| file | filename |
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| EX-10.1 - MAN SHING AGRICULTURAL HOLDINGS, INC | v196790_ex10-1.htm |
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): September 13, 2010
MAN SHING AGRICULTURAL HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
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000-53146
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98-0660577
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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||
Unit
1005, 10/F, Tower B
Hunghom
Commercial Centre
37 Ma Tau
Wai Road, Hunghom
Kowloon, Hong
Kong
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (86) 536 -
4644888
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
September 13, 2010, the Registrant entered into an addendum (the "Addendum")
with each of China Angel Assets Management Limited and Guangdong Zhibo
Investment Co., Limited (together, the “Investors”) to the Registration Rights
Agreement, as amended (the “Registration Rights Agreement”), the Secured
Convertible Redeemable Debenture (the “Debenture”), the Pledge Agreement (the
“Pledge Agreement”) and the Investor Rights Agreement (the “Investor Rights
Agreement” and together with the Registration Rights Agreement, the Debenture,
and the Pledge Agreement, the “Agreements”), each entered into by and among the
Company and the Investors on or about January 4, 2010 and January 14, 2010.
Pursuant
to the Addendum, the Investors agreed to waive all of the
requirements under the Registration Rights Agreement obligating the Company to
prepare and file with the Securities and Exchange Commission any registration
statement on any form and to waive all rights to any accrued damages with
respect to such obligations. In addition, the Investors waived any
compliance by the Registrant with the covenants contained in the Agreements
requiring the listing of the Common Stock or Common Stock purchase warrants of
the Company on a national securities exchange, including the NASDAQ Stock Market
LLC, the New York Stock Exchange, or NYSE Euronext or the receipt of the
Investors’ consent to sell capital stock, incur debt or grant security
interests, effect any forward or reverse stock split or any merger, acquisition,
or share exchange, including a merger, acquisition, or share exchange which
results in a change in control of the Company. The Investors also
agreed to release a number of shares of the Registrant’s preferred stock
securing obligations under the Debenture, provided that the Registrant agree to
contemporaneously cancel such preferred shares upon their release.
Item 9.01 Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
10.1 – Form of Addendum to Registration Rights Agreement, Secured
Convertible Redeemable Debenture, Investor Rights Agreement and Pledge Agreement
dated September 13, 2010
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 thereunto
duly authorized.
| Date: September 15, 2010 | MAN SHING AGRICULTURAL HOLDINGS, INC. | ||
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By:
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/s/ Eddie Cheung | |
| Eddie Cheung | |||
| Chief Executive Officer | |||
Exhibit
Index
Exhibit
10.1 – Form of Addendum to Registration Rights Agreement, Secured
Convertible Redeemable Debenture, Investor Rights Agreement and Pledge Agreement
dated September 13, 2010