Exhibit 4.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this Agreement") is made as of the 14 day of March,
2005 by and between Global Pharmatech, Inc., a Delaware corporation ("the
Company"), and Xxxxx Xxxxxxx, an individual residing at Suite 3B, 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Consultant").
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
Pink Sheets;
WHEREAS, the Consultant has and will provide managerial consulting services in
connection with certain matters relating to the Company during the period when
the Consultant was the President, Chief Executive Officer and Chief Financial
Officer of the Company ("Management Services"); and
WHEREAS, the Company wishes to compensate the Consultant for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. In exchange for providing the Management Services to Company and as payment
for Management Services already provided, for which the Company currently owes
Consultant the amount of $5,000.00 (the "Balance"), the Company grants to the
Consultant the option to purchase fifty thousand (50,000) shares of Company's
common stock, par value $.0001 (the "Shares"), at a price of $0.50 per share;
provided, however, that the purchase price may be paid, in whole or in part, by
the Consultant upon the sale of Shares by the Consultant; provided further that
the total purchase price shall be paid by March 25, 2005, and any Shares not
paid for by such date shall be cancelled by the Company. The option to purchase
the Shares and all rights to purchase the Shares hereunder shall terminate on
March 25, 2005. Consultant shall not directly or indirectly promote or maintain
a market for the Shares. Moreover, Consultant agrees that the Shares are not and
will not be provided in connection with a capital raising transaction for the
Company, and that Consultant will provide no services relating to any capital
raising or the promotion or maintenance of a market for the shares of the
Company.
2. The Shares shall be registered by the Company with the Securities and
Exchange Commission pursuant to a Form S-8.
3. The Shares will be issued to the Consultant, Xxxxx Xxxxxxx, upon the
exercise of his option in Section 1.
4. The Consultant shall use the Consultant's best efforts to assist the
Company by providing the Management Services.
5. The Consultant shall indemnify the Company for all XXXXX filing fees of
Vintage Filing LLC incurred by the Company in connection with re-filing the
Company's Quarterly Reports on Form 10-QSB for the periods ended June 30, 2004
and September 30, 2004.
6. The Consultant shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or willful or
intentional misconduct of the Consultant or any person or entity acting for or
on behalf of the Consultant.
7. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the Consultant against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which Consultant may become subject as a result of performing any
act (or omitting to perform any act) contemplated to be performed by the
Consultant pursuant to this Agreement unless such loss, claim, damage or
liability arose out of Consultant's negligence or willful or intentional
misconduct. The Company and its subsidiaries agree to reimburse Consultant for
the reasonable costs of defense of any action or investigation (including
reasonable attorney's fees and expenses) in connection with any loss, claim,
damage or liability covered by this Section 6; provided, however, that the
Consultant agrees to repay the Company or its subsidiaries if it is ultimately
determined that Consultant is not entitled to such indemnity. In case any
action, suit or proceeding shall be brought or threatened, in writing, against
the Consultant, it shall notify the Company within three (3) days after the
Consultant receives notice of such action, suit or threat. The Company shall
have the right to appoint the Company's counsel to defend such action, suit or
proceeding, provided that Consultant consents to such representation by such
counsel, which consent shall not be unreasonably withheld. In the event any
counsel appointed by the Company shall not be acceptable to Consultant, then the
Company shall have the right to appoint alternative counsel for Consultant
reasonably acceptable to Consultant, until such time as acceptable counsel can
be appointed. In any event, the Company shall, at its sole cost and expense, be
entitled to appoint counsel to appear and participate as co-counsel in the
defense thereof. The Consultant, or his co-counsel, shall promptly supply the
Company's counsel with copies of all documents, pleadings and notices which are
filed, served or submitted in any of the aforementioned. The Consultant shall
not enter into any settlement without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
8. This Agreement shall be binding upon the Company and the Consultant and
their respective successors and assigns.
9. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
10. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of any
other provisions hereof (whether or not similar) shall be binding unless
executed in writing by both parties hereto nor shall such waiver constitute a
continuing waiver.
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11. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
12. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the
internal laws of the State of New York, without regard to its principles of
conflicts of laws. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of the State of
New York having jurisdiction.
13. This Agreement contains the entire agreement between the parties with
respect to the management services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreements or
correspondence between the parties.
[Signature pages follow]
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IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
GLOBAL PHARMATECH, INC. CONSULTANT:
By: /s/ Xiaobo Sun /s/ Xxxxx Xxxxxxx
----------------------------------- -----------------------------------
Name: Xiaobo Sun Xxxxx Xxxxxxx
Title: President and Chief Executive Officer
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