AGREEMENT
SinoFresh
HealthCare, Inc. (“The Corporation”) hereby makes the following agreement with
the law firm of Xxxxx. X. Xxxxx, P.A. (“Firm”) regarding any and all claims for
attorney’s fees and costs as Plaintiffs’ Counsel in the U.S. District Court in
the Middle District of Florida which shareholders’ derivative action and
malpractice action, Case No. 8:04-CV-490-T-30MSS, is filed
(“Litigation”).
Whereas,
the Corporation and the Firm desire to resolve the issue of attorney’s fees and
costs to be paid to Firm for the representation of the Plaintiffs in the
Litigation;
Whereas,
the Firm has expended significant resources in the representation of the
Derivative Plaintiffs in the Litigation and has agreed to significantly discount
its fees and costs in order to resolve this matter and to assist the Corporation
in achieving a global resolution with all parties, including the remaining
Defendant Xxxxxxxxx Traurig (“GT”) at the mediation on December 7, 2005, the
parties have agreed as follows:
|
1.
|
$25,000.00
Cash immediately upon receipt of settlement funds from Xxxxxxxxx
Xxxxxxx
(“GT”)
|
|
2.
|
The
equivalent of $30,000.00 worth of unrestricted Common shares of the
Corporation’s stock, as valued as of the close of business on December 7,
2005 subject to the following: a.) $10,000.00 worth of the Common
stock
may be sold immediately; b.) $10,000.00 may be sold as of February
15,
2006; and c.) $10,000.00 worth may be sold as of March 15, 2006.
In the
event the value of the Common stock goes up, Firm shall be entitled
to the
increased value of same.
|
|
3.
|
Options
to purchase 40,000 shares of the Corporation’s Common stock at a strike
price as of the close of business on December 7,
2005.
|
|
4.
|
SinoFresh
agrees to use its best efforts to obtain approval from the debenture
holders as to the pricing of the shares and the options set forth
in the
paragraphs 3 and 2. In the absence of such authorization, SinoFresh
agrees
to pay $25,000.00 to Firm, in lieu of its obligations in paragraphs
2 and
3, on or by February 15, 2006 and all its obligations under paragraph
2
and 3 are discharged.
|
This
agreement is contingent on approval of the motion to approve settlement by
the
U.S. District Court and shall be attached as an Exhibit thereto.
Signed
this 7th
day of
December, 2005
| Xxxxx X. Xxxxx, P.A. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx, P.A. | |
|
Xxxxx X. Xxxxx, P.A. |
||
| SinoFresh HealthCare, Inc. | ||
| |
|
|
| By: | /s/ | |
|
|
||
| Title | ||
