Promissory Note by Marvion Inc. in Favor of Fong Hiu Ching (Contingency Consideration under Share Purchase Agreement)
Marvion Inc. has issued a promissory note to Fong Hiu Ching, promising to pay specified amounts as contingency consideration based on the profit performance of the United Warehouse Management Corp. business unit. Payments are due only if certain net income targets are met on set dates between December 2024 and December 2028. No interest is charged. This note is linked to a prior Share Purchase Agreement signed on August 15, 2024, and outlines the company's obligation to pay if the performance conditions are satisfied.
Exhibit 10.3
Promissory Note
Date:
Parties:
| • | Company: Marvion Inc. | |
| • | Promisee: Fong Hiu Ching |
Note Details:
| • | Purpose: The Company promises the Promisee for a Contingency Consideration based on the Share Purchase Agreement signed on 15 August, 2024. | |
| • | Repayment Terms: The Contingency Consideration will be paid out by the Company to the Promisee if the United Warehouse Management Corp. group profit performance reaches its target on the following dates with payment amount stated below: |
| 6-month Period Ended | UWMC business unit net income | Contingency Consideration |
| 31 December, 2024 | $120,000 | $333,333 |
| 30 June, 2025 | $135,000 | $333,333 |
| 31 December, 2025 | $146,000 | $166,667 |
| 30 June, 2026 | $158,000 | $166,667 |
| 31 December, 2026 | $170,000 | $166,667 |
| 30 June, 2027 | $183,000 | $166,667 |
| 31 December, 2027 | $195,000 | $166,667 |
| 30 June, 2028 | $205,000 | $166,666 |
| 31 December, 2028 | $218,000 | $166,666 |
Interest Rate: None
[Signature on next page]
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By signing this promissory note, the Company acknowledges its obligation to repay the specified amount to Promisee according to the terms outlined above.
_____________________________________
Chan Sze Yu
Director
Marvion, Inc.
_____________________________________
Fong Hiu Ching
Promisee
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