healing_ex105.htm

EXHIBIT 10.5
 
INTERCOMPANY DEMAND PROMISSORY NOTE
 
	$200,000.00 (Singaporean Dollars)
	 June 22, 2016



 
IT’S DIVINE, INC.
a Delaware corporation with its principal offices
at 140 Paya Lebar Road, AZ Building #09-26, Singapore 409015
(hereinafter referred to as the “Borrower”)
 
- and -
 
HEALING TOUCH GLOBAL PTE. LTD.
a Singaporean corporation and a wholly owned subsidiary of Borrower with its principal offices 
at 140 Paya Lebar Road, AZ Building #09-26, Singapore 409015
(hereinafter referred to as the “Lender”)
 
FOR VALUE RECEIVED, the Borrower hereby unconditionally promises to pay to the order of the Lender the sum of $200,000.00 (Singaporean Dollars) together with interest accrued at the rate of two percent (2.0%) per year on any unpaid balance accruing from and after the date hereof. This Intercompany Demand Promissory Note (“Note”) is given in consideration of a loan by the Lender to the Borrower of $200,000 (Singaporean Dollars) on June 22, 2016 in order for the Borrower or Lender (on behalf of Borrower) to pay $200,000 (Singaporean Dollars) of cash consideration (“Cash Consideration”) to Sing Wei Lung (approximately $199,900 (Singaporean Dollars)) and Hongbo Huang (approximately $100 (Singaporean Dollars)) in connection with the acquisition of SPA ETERNITY PTE. LTD., a Singaporean corporation, by the Borrower.
 
Payable on Demand
 
The entire outstanding amount shall become immediately payable upon demand by the Lender or holder of this Note, but demand shall not be made before June 22, 2017.
 
Place of Payment
 
Payment shall be made at the above stated address of the Lender or at such place as may be designated from time to time in writing by the Lender or holder of this Note. For ease of payment the Borrower may exercise the option to effect payment by direct deposit or electronic transfer of funds into the account of the Lender as specified in writing.
 
No Prepayment Penalty
 
The Borrower may prepay this Note in full or in part at any time and from time to time without premium or penalty. All prepayments shall first be applied to accrued interest and thereafter to the principal loan amount.
 
	Intercompany Demand Promissory Note
	1
	It’s Divine (Borrower) - Healing Touch Global (Lender)



 
	 
	 

	

	 


 
Default
 
Should the Borrower not make full payment within thirty (30) days of demand, this Note may be turned over for collection and the Borrower agrees to pay all reasonable legal fees and collection charges to the extent permissible by law, in addition to other amounts due. 
 
No Transfer
 
The Lender may not transfer this Note to another holder without notice to the Borrower. If the Borrower consents to the requested transfer, the Borrower agrees to remain bound to any subsequent holder of this Note under the terms of this Note.
 
Replacement of Note 
 
The Borrower agrees to execute a new Note with the same terms and conditions and remaining value in the event that this Note is lost, stolen or mutilated. The Lender shall release the Borrower of all obligations under the lost, stolen or mutilated Note in lieu of a replacement new Note.
 
Borrower's Waiver
 
The Borrower waives presentment for payment, notice of non-payment, off-set, protest and notice of protest and agrees to remain fully bound until this Note is paid in full.
 
Lender's Indulgence
 
No relaxation, indulgence, waiver, release or concession of any terms of this Note by the Lender on one occasion shall be binding unless in writing and if granted shall not be applicable to any other or future occasion.
 
Binding Effect
 
The terms of this Note shall be binding upon the Borrower's successors and shall accrue to the benefit and be enforceable by the Lender and his/her successors, legal representatives and assigns.
 
Jurisdiction
 
This Note shall be construed, interpreted and governed in accordance with the laws of the State of Delaware (in the United States) and should any provision of this Note be judged by an appropriate court of law as invalid, it shall not affect any of the remaining provisions whatsoever.
 
General
 
Where appropriate words signifying one gender shall include the others and words signifying the singular shall include the plural and vice versa.
 
Paragraph headings are for convenience of reference only and are not intended to have any effect in the interpretation or determining of rights or obligations under this Note.
 
	Intercompany Demand Promissory Note
	2
	It’s Divine (Borrower) - Healing Touch Global (Lender)



 
	 
	 

	

	 


 
[Balance of Page Intentionally Left Blank; Signature Page Follows]
 
 
 

	Intercompany Demand Promissory Note
	3
	It’s Divine (Borrower) - Healing Touch Global (Lender)



    
	 
	 

	

	 


 
Signed at the City of Singapore in the Republic of Singapore on this 22nd day of June, 2016.
 
 
	IT’S DIVINE, INC.   as the Borrower
	
	 	 	 
	By:	/s/ Sing Wei Lung	
	Name:
	Sing Wei Lung	 
	Title:	Chief Executive Officer	 
	 	 	 
	 
	 
	 

	HEALING TOUCH GLOBAL PTE. LTD.
as the Lender
	 

	 
	 
	 

	By:
	/s/ Sing Wei Lung
	 

	Name: 
	Sing Wei Lung
	 

	Title: 
	Directo
	 



 
 
 


	Intercompany Demand Promissory Note
	3
	It’s Divine (Borrower) - Healing Touch Global (Lender)