Share Interest Agreement
This
Share Interest Agreement (the “Agreement”) is made by and between Beijing
Allstar Business Consulting, Inc. (“Allstar”) and Avenndi Limited Liability
Allstar (“Avenndi”) to document prior verbal agreements and is effective October
16, 2007 (the “Effective Date”).
In return
for Avenndi’s services performed to date for Allstar and its client, Allstar
agrees to transfer ownership a portion of its interest in Client
A. Allstar agrees to transfer the equivalent of 10,000 shares of
common stock from its holdings or pending holdings in each of the following
entity or related parent entities that may list on a recognized stock exchange
or may be acquired.
This
could include future related holding companies, tracking stocks, parent
companies, subsidiaries, or similar financial instruments related to the Client
A named in the Share Interest Table below; however Allstar will not
be liable to transfer such interest if Allstar or its principals are not
successful in obtaining there shares or related interest.
Share
Interest Table:
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Client
A:
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Shanghai
Baby-fox Fashion Co., Ltd.
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1.
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Such
stock certificates or shares will be due from Allstar once
available.
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2.
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These
shares are separate and independent from any additional shares or other
compensation arrangements negotiated between Avenndi and Client A listed
above for any past or future
services.
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3.
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Allstar
will do its best to haves such shares issued directly to Avenndi as soon
as possible. If any shares are SEC 144 restricted stock Allstar will on do
its best to inure such restrictions are for no longer than 12 months and
that all shares have with full-registration rights once any time
restrictions have elapsed.
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4.
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If
Allstar is not able to transfer shares immediately upon issuance, it will
hold Avenndi’s shares and will seek to transfer such shares as soon as
they become eligible for trading and or transfer of
ownership.
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5.
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Alternatively,
if mutually agreed upon Allstar may sell 10,000 shares on behalf of
Avenndi and subsequently forward related proceeds (sales price less
commission) to Xxxxxxx.
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0.
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If
Client A listed above were to be acquired or merged into another entity
Avenndi will receive a proportional interest (10,000 shares / total number
of shares held by Allstar) of any compensation Allstar receives for its
larger ownership position.
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Timing: All shares will be
issued within 30 days of Allstar being able to transfer such interests, either
prior to listing or if already listed within 30 days of Allstar being able
transfer shares or similar interests once unrestricted and
/or transferable.
Dilution: In order to avoid
dilution share amounts will be adjusted upward for any forward splits, but any
and all reverse splits will be ignored
Nature of Relationship:
Avenndi is an independent contractor. Avenndi will not act as an agent
nor shall it be deemed an employee of Allstar for the purposes of any
income tax withholding, FICA taxes, unemployment benefits, insurance coverage or
otherwise. Avenndi shall not enter into any agreement or incur any obligations
on Allstar’s behalf, or commit Allstar in any manner without Allstar’s prior
written consent.
Termination: This agreement
cannot be terminated or altered unless mutually agreed upon by both
parties.
Miscellaneous:
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1.
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This
Agreement shall be governed by and construed in accordance with the laws
of the United States, in State of California. The parties consent to
personal jurisdiction of the federal and state courts within California
and service of process being effected by registered mail sent to the
address set forth at the end of this
Agreement.
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2.
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This
Agreement may not be and shall not be deemed or construed to have been
modified, amended, rescinded, canceled or waived in whole or in part,
except by written instruments signed by the parties thereto. No failure on
the part of either party to exercise, and no delay in exercising, any
right or remedy there under shall operate as a waiver thereof; nor shall
any single or partial exercise of any right or remedy there under preclude
any other or further exercise thereof or the exercise of any other right
or remedy granted thereby or by any related document or by
law.
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1
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3.
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This
Agreement, constitutes and expresses the entire agreement and
understanding between the parties with respect to Client A only. All
previous discussions, promises, representations and understandings between
the parties relative to this Agreement, if any, have been merged into this
document. The terms and provisions of this Agreement shall be binding on
and inure to the benefit of the parties, their heirs, legal
representatives, successors and
assigns.
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4.
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Nothing
contained herein shall constitute a securities broker-principal
relationship between Allstar and Avenndi. Avenndi hereby discloses to
Allstar that the Avenndi does not have a securities broker’s license from
the state of California. Allstar does not expect or require Avenndi to
provide any services hereunder which are reserved onto securities
brokers.
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5.
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Allstar
agrees to defend, indemnify and save Avenndi harmless from and against any
and all claims, demands, losses, damages, costs, liabilities and expenses
(including but not limited to, reasonable attorneys fees and cost of suit)
of whatever kind or character, on account of any actual or alleged loss,
injury or damage to any person, firm or corporation or to any property, or
arising out of or in connection with the services rendered by Avenndi
pursuant to this Agreement or
Matter.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
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AVENNDI,
LLC
00000
Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
XXX
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BEIJING
ALLSTAR BUSINESS CONSULTING, INC.
Suite
12B2, Hanwei Xxxxx
0
Xxxxxxxx Xxxx
Xxxxxxx,
Xxxxx 000000
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| By: |
By:
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Xxxx
Xxxxxxx, Managing Director
Date:
Nov.1, 2007
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Xxxx Xxxxx, Managing Partner
Date:
Nov.1, 2007
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