INVESTOR RELATIONS AGREEMENT
This Amended and Restated Investor Relations Agreement ("Agreement") is
made and entered into as of the 22nd day of October 2002, but effective
retroactive to August 6, 2002, the date of the original agreement by and between
Stoneside Development Limited (the "Consultant"), with its office at 000 X.
Xxxxxxx Xxx., Xxxxxx Xxxx, Xx. 00000, XXX and MycoBiotech Ltd., with business
office is at 00 Xxxxxxx Xxxx Xxxxx, #00-00, Xxx Xxxxxx Xxxxxxxxx Science, Park
1, Xxxxxxxxx 000000 ("the Company"), and collectively the Parties.
WITNESSETH
WHEREAS, an agreement was executed by and between the Parties on August 6, 2002;
WHEREAS, the Parties wish to amend and restate such agreement, and have herein
modified such agreement;
WHEREAS, the Company is planning to go public on the capital market in the
U.S.A. through the issuance of American Depositary Receipts ("ADR") to be
arranged by the Bank of New York ("Public Listing").
WHEREAS, the Consultant is engaged in the business of providing investor public
relations and corporate communication services; and
WHEREAS, the Company is desirous of retaining the Consultant for the purpose of
obtaining services in respect of investor relations, public relations and
corporate communication activities.
NOW, THEREFORE, in consideration of the mutual premises contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:-
1. Engagement
The Company hereby appoints the Consultant as its investor relations consultant
in respect of certain investor relations, and corporate communication .
2. Term
This Agreement shall commence on the date of this Agreement and shall last for
12 months.
3. Service
In consideration of the compensation as stated herein, the Consultant shall
perform the following services for the Company:-
(a) Formulate strategic investor relations plans for the Company so as to
arouse the interest of the investors and ultimately bring the stock price
of the Company up to a level which can more accurately reflect its value
and prospects.
(b) Assist the Company in identifying no less than three eligible market
makers.
(c) Establish lines of communication with investment banks, institutional
investors, brokers and market makers; and to coordinate investor relations
activities and inform them of recent corporate development.
(d) Prepare fact sheets and / or corporate profiles for distribution to the
brokers as necessary.
(e) Arrange road shows and brokers' meeting for the Company.
(f) Prepare and disseminate press releases and other reports for the Company.
(g) Coordinate with other parties in carrying out market promotion campaigns as
necessary.
4. Compensation
As consideration for the services set forth in clause 3 of this Agreement, the
Company hereby agrees to give to the Consultant a compensation which shall be
computed as follows:-
(a) A monthly service fee of US$10,000 for the first four months of services.
(b) US$20,000 representing the service fee for the first two months shall be
payable upon execution of this Agreement.
(c) US$20,000 representing the service fee for the 3rd and 4th shall be payable
by August 15, 2002.
(d) Commencing from the 5th month onward, US$6,500 per month shall be paid on a
monthly basis at the end of each month.
In case of earlier termination by the Company unless due to causes of
negligence, the Company shall immediately pay to the Consultant all compensation
for the remaining service term.
5. Obligation of the Company
The Company shall provide immediately any information which is material to the
operation of the Company in particular information which affects the capital
market and the business of the Company.
6. Expenses
The Company shall reimburse the Consultant for all of its actual out-of-pocket
expenses, including but not limited to travel, legal fees and other expenses,
incurred in connection with the services provided by the Consultant, however,
for expenses more than US$500, prior approval of such expenses by the Company
shall be required. The Consultant shall not bear any of the Company's legal,
accounting, printing, mailing road shows, or other expenses in connection with
any transactions or activities considered or consummated hereby. It is also
understood that neither the Consultant, nor the directors, employees and agents
of the Consultant, shall be responsible for any fees or commissions payable to
any finder or to any other financial or other advisor retained by the Company.
7. Liability of the Consultant
In performing the activities described in this agreement, the Consultant and the
Company's actions will comply with all NASD, SEC and applicable Country, State
or Province laws, rules and regulations. However in so providing the services to
the Company, the Consultant shall not be liable to the Company or its creditors
for errors of judgment or any other cause except willful malfeasance, bad faith
or reckless disregard of its obligations and duties under the terms of this
agreement. Additionally the Company assumes and claims all responsibility and
liability for the content of information disseminated on behalf of the Company
which has been approved by the Company.
8. Competitors
The Company recognizes that the Consultant now renders or may in the future
render consulting services to other companies which may or may not conduct
business and activities similar to the Company. The Consultant shall not be
required to devote its full time and attention to the performance of its duties
under this agreement, but shall devote only so much of its time and attention as
shall be reasonably necessary for such purposes.
9. Indemnification
The Company will indemnify and defend the Consultant against all claims,
proceedings, suits or other matters that might be asserted against the
Consultant by reason of this agreement and the Company will pay the Consultant
reasonable attorney's fees and expenses in connection with such matters;
provided that the Consultant acts within the scope of this Agreement and is not
negligent.
10. Confidential Information
The Consultant acknowledges that it will gain knowledge of information of
substantial value to the Company regarding the Company's business which is not
generally known and which gives the Company an advantage over competitors who do
not know, or use, such information, including, but not limited to, know-how,
trade secrets techniques, designs sales and customer information, and business
and financial information relating to the business, products services practices
or techniques of the Company's plans for future products or developments
("Confidential Information"). The Consultant agrees to, at all times, regard and
preserve such information as confidential. The Consultant further agrees that
such Confidential Information will not be disclosed by it to any person or
entity without the prior written consent of the Company.
11. Notices
All notices, requests, demands or other communications required or authorized or
contemplated to be given by this Agreement shall be in writing and shall be
deemed to have been duly given if hand delivered, sent by commercial overnight
courier or sent by certified or registered mail. A facsimile transmission, when
received, shall be considered delivery of written notice.
12. Governing Law
This Agreement shall be governed by the laws of the Republic of Singapore.
13. Entire agreement
The provisions of this agreement set forth the entire binding agreement between
the parties and supersede all prior written and oral communications,
discussions, and negotiations between the parties concerning the proposed
transaction. The terms of this agreement may be amended only in writing and when
signed by both parties.
14. Binding effect
This Agreement shall be binding upon the parties hereto and their respective
heirs, successors and assigns.
15. Attorney's Fees
In the event that any party institutes any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof, the
breaching party or parties shall reimburse the non-breaching party or parties
for all costs, including reasonable attorney's fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered therein.
16. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every other
right and remedy, whether conferred herein, at law, or in equity, and may
enforced concurrently herewith, and no waiver by any party of the performance of
any obligation by the other shall be construed as a waiver of the same of any
other default then, theretofore, or thereafter occurring or existing.
17. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument. For purpose of this Agreement only, facsimile signatures shall be
considered original signatures.
18. Subcontract/Assignment
The Company understands that the Consultant in the performance of this agreement
may subcontract and/or assign portions of this Agreement provided that approval
is obtained form the Company in advance.
19. Superceding of Prior Agreement
This Agreement supercedes any and all prior agreements between the Parties and
any agreements heretofore executed between the parties are null and void.
Signed by
----------------------------- -------------------------------
For and on behalf of For and on behalf of
MycoBiotech Ltd. Stoneside Development Limited
