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EX-10.1 - Stevia Corpex10-1.txt
8-K - Stevia Corpg6973.txt

                                                                    Exhibit 99.1

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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HANOVER HOLDINGS I, LLC,                  :
                                          :        Index No. 156345/2013
                         Plaintiff,       :
                                          :        ORDER APPROVING
          v.                              :        FAIRNESS, TERMS AND
                                          :        CONDITIONS OF EXCHANGE
                                          :        AND ISSUANCE PURSUANT
STEVIA CORP.,                             :        TO SECTION 3(A)(10) OF THE
                                          :        SECURITIES ACT OF 1933, AS
                         Defendant.       :        AMENDED
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     This  matter  having  come on for a hearing on July 25, 2013 to approve the
fairness of the proposed terms and  conditions of the proposed  exchange and the
issuance of securities,  as described herein and reflected in the Stipulation of
Settlement,  dated July 16, 2013 (the "Settlement  Agreement"),  between Hanover
Holdings I, LLC (the "Plaintiff") and Stevia Corp. ("Defendant"),  and the Court
having  first held a hearing as to the  fairness to  Plaintiff  of the terms and
conditions of (x) the proposed  exchange and  transactions  contemplated  by the
Settlement  Agreement  and (y) the  offer and  issuance  of the  Securities  (as
defined  herein) by Defendant  to the  Plaintiff  and the  proposed  exchange of
Plaintiff's claims therefor, the Court hereby finds as follows:

     The Court was advised prior to this hearing that Defendant will rely on the
exemption from the  registration  requirements of the Securities Act of 1933, as
amended (the "Securities  Act"), under Section 3(a)(10) of the Securities Act to
issue  shares of common  stock of  Defendant  (the  "Securities")  to  Plaintiff
pursuant  to  the  Settlement  Agreement  in  exchange  for  Plaintiff's  claims
specified in the Settlement  Agreement,  based upon this Court's  finding herein
that the terms and  conditions  of (1) the proposed  exchange  and  transactions

contemplated by the Settlement Agreement and (2) the offer and issuance of the Securities by Defendant to Plaintiff and the proposed exchange of Plaintiff's claims therefor, in each case of clauses (1) and (2), are procedurally and substantively fair to Plaintiff and this Court's approval of the foregoing; and The fairness hearing having been scheduled upon the consent of Plaintiff and Defendant (collectively, the "Parties"), Plaintiff has had adequate notice of the fairness hearing and Plaintiff is the only party to this action to whom Securities will be issued pursuant to the Settlement Agreement; and The terms and conditions of the proposed exchange and transactions contemplated by the Settlement Agreement and the offer and issuance of the Securities in exchange for the claims of Plaintiff as set forth in the Settlement Agreement are procedurally and substantively fair to Plaintiff, who is the only party to this action to whom Securities will be issued; and The fairness hearing was open to Plaintiff. Plaintiff was represented by competent counsel at the hearing who acknowledged that adequate notice of the hearing was given and consented to the entry of this Order; it is therefore, ORDERED, that the terms and conditions of (i) the proposed exchange and transactions contemplated by the Settlement Agreement and (ii) the offer and issuance of the Securities by Defendant to Plaintiff and the proposed exchange of Plaintiff's claims therefor, in each case of clauses (i) and (ii), are 2
procedurally and substantively fair, and are hereby approved as procedurally and substantively fair to Plaintiff, within the meaning of Section 3(a)(10) of the Securities Act; ORDERED, that (1) the proposed exchange and transactions contemplated by the Settlement Agreement and the terms and conditions thereof and (2) the offer and issuance of the Securities by Defendant to Plaintiff and the proposed exchange of Plaintiff's claims therefor and the terms and conditions thereof, in each case of clauses (1) and (2), are hereby approved and that the offer and issuance of the Securities by Defendant to Plaintiff is hereby exempt from the registration requirements of the Securities Act under Section 3(a)(10) of the Securities Act; and it is further ORDERED, that this Court shall retain jurisdiction to enforce the terms and conditions of the Settlement Agreement. SO ORDERED: /s/ Saliann Scarpulla ----------------------------------- J.S.C. Saliann Scarpulla 7/25/2013