FINANCIAL CONSULTANCY AGREEMENT
This
FINANCIAL CONSULTANCY AGREEMENT (the
“Agreement”),
entered into as of April [ ], 2007, between Xxxxx Pharmaceutical, Inc.
(“Xxxxx”), a corporation organized under the laws of Delaware of the United
States, and Super Pioneer International Limited (“Super”).
RECITALS
According
to this FINANCIAL CONSULTANCY AGREEMENT, Xxxxx and Super enter into this
Agreement about the financial consultancy services to be provided by Super
concerning Xxxxx’x
acquisition of Shenzhen Sibiono Gene Tech Co., Ltd.;
NOW,
THEREFORE, in consideration of the two parties’ warranties and other valuable
considerations acknowledged and received herein, and intending to be legally
bound hereby, the two parties agree as follows:
1.
Consultancy
Services
Super
shall render financial consultancy services to Xxxxx, concerning its acquisition
of Shenzhen Sibiono Gene Tech co., Ltd.
2.
Compensation
According
to the two parties’ agreements, Xxxxx shall, within three months after the
effectiveness of this Agreement, issue 2,100,000 shares of its common stocks
(“Share Consideration”) to Super, 1,960,000 shares of which are redeemable
stocks issued in consideration of the consultancy services under Section
1
above. In case that Xxxxx fails to provide the Share Compensation in time,
Super
may request Xxxxx to provide a total cash compensation of $7,056,000, concerning
the above 1,960,000 shares of redeemable stocks Super entitled to under this
section at $3.6 per share, on or before December 31, 2007.
3.
Lock-up
Super
hereby undertakes that it will not offer, sell, contract to sell, pledge
or
otherwise dispose of, directly or indirectly, any Xxxxx’x shares received by it
under Section 2 of this Agreement, enter into a transaction that would have
the
same effect, or enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of ownership of such
Xxxxx’x shares, whether any of these transactions are to be settled by delivery
of any such Xxxxx’x shares, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into
any
transaction, swap, hedge or other arrangement, for a period of 12 months
from
the date of issuance of such Xxxxx’x shares.
4. Redemption
Rights
Within
3
months from the last date of the above lock-up period, in the event that
the
public trading price of the shares of Xxxxx did not reach $3.6 per share
AND
Xxxxx was not listed in the capital market of NASDAQ or AMEX, Super shall
have
the option to ask Xxxxx to redeem 1,960,000 shares of redeemable stock owned
by
Super under Section 2 of this Agreement at $3.6 per share. Such option shall
be
expired within one month from the last date of the three month
period.
5. Confidential
Information
“Confidential
Information” refers to all oral or written information relating to Xxxxx and
Super, including but not limited to their names, addresses, telephone numbers,
financial statements and any other relevant information. If the two parties
cease cooperation or the disclosing party requires in writing, the receiving
party shall return to the disclosing party all Confidential Information,
i.e.,
all confidential information disclosed to the receiving party in files or
other
tangible forms, all copies, excerpts, records and statements of the Confidential
Information, and all other written proprietary information of the disclosing
party, including all other written information kept by the receiving party’s
employees, agents or representatives. The receiving party and the above
personnel shall observe the confidentiality requirement of this Agreement
during
the two years thereafter.
6. Amendment
This
Agreement may be amended or modified in writing upon both parties’
consent.
7.
Headings
The
headings in this Agreement are for reference purpose only and shall not affect
in any way the meanings or interpretation of this Agreement.
8. Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware of the United States.
9.
Parties
This
Agreement is executed by both parties’ representatives in one or more
counterparts. Each counterpart when executed shall be deemed as an original
but
all of which when taken together shall constitute one and the same agreement.
Any executed agreement transmitted through fax is valid and binding,
constituting an enforceable original.
10. Notice
and Waiver
Any
notice or waiver required or permitted by the two parities shall be made
in
writing.
IN
WITNESS WHEREOF, the Agreement shall come into effect as of the date of its
execution.
Xxxxx
Pharmaceutical, Inc.
CEO
Date
April
[ ], 2007
Super
Pioneer International Limited
CEO
Date
April
[ ], 2007