First Amendment to Intellectual Property Rights Transfer Agreement by and between Nova Furniture (Dongguan) Co., Ltd. and Ya Ming Wong, dated September 21, 2011

THIS FIRST AMENDMENT TO THE INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT (this “First Amendment”) is made and entered into as of this September 21, 2011 (the “Effective Date”), by and between Nova Furniture (Dongguan) Co., Ltd., a company organized under the laws of the People’s Republic of China (the “PRC”) (“Company” or “Licensee”) and Ya Ming Wong (“Licensor”).

WHEREAS, Licensor and Licensee are parties to that certain Intellectual Property Rights Transfer Agreement, dated January 7, 2011 (the “Transfer Agreement”).

WHEREAS, Licensor and Licensee desire to amend and replace in its entirety Schedule A to the Transfer Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1.           Definitions. Capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement.

2.           Modifications. Schedule A of the Transfer Agreement shall be deleted and replaced in its entirety by Schedule A attached hereto.

3.           Authority.  Each party represents and warrants to the other party that this First Amendment is being executed by the authorized representatives of each respective party.

4.           Effect of Amendment.  Except as expressly set forth in this First Amendment, no other provision of the Transfer Agreement shall be changed, altered or modified and the Transfer Agreement remains in full force and effect.

5.           General Provisions.

(a)           Governing Law.  This First Amendment shall be governed by and construed in accordance with the substantive laws of the PRC, without regard to principles of conflict of laws. Licensor and Licensee each agree that any dispute between the parties arising from or in connection with this First Amendment or the Transfer Agreement shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules then in force. The arbitration award shall be final and binding upon the parties. During the arbitration period, except for any matters under arbitration, the parties shall continue to perform this First Amendment and the Transfer Agreement.

(b)           Headings.  The titles and headings of the various sections and paragraphs in this First Amendment are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this First Amendment.

(c)           All Amendments in Writing.  No supplement, modification, or amendment of this First Amendment shall be binding, unless executed in writing by a duly authorized representative of each party to this First Amendment.

(d)           Entire Agreement.  This First Amendment constitutes the complete and entire agreement of the parties with respect to the subject matter herein and sets forth the entire understanding of the parties with respect to the subject matter hereof.

 

 

(e)           Counterparts.  This First Amendment may be executed through the use of separate signature pages or in any number of counterparts and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. This First Amendment may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

 

(f)           Severability.  In the event that any provision of this First Amendment is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to be enforceable, in a manner which reflects, as nearly as possible, the original intentions of the parties in accordance with applicable law. The remainder of this First Amendment shall remain in full force and effect.

[Signature Page Follows]

 

IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives as of the date set forth above.

 

 

 

 

 

 

 

110	Sofa (1007)	1543870	201030259518.X	Ya Ming Wong	2010-08-04
111	Sofa (1008)	1454573	201030259519.4	Ya Ming Wong	2010-08-04
112	Sofa (1010)	1636383	201030259524.5	Ya Ming Wong	2010-08-04
113	Sofa (1011)	1634128	201030259531.5	Ya Ming Wong	2010-08-04