FINANCIAL CONSULTANCY
AGREEMENT
This FINANCIAL CONSULTANCY AGREEMENT (the
“ Agreement ”), entered into as of April [ ],
2007, between Benda Pharmaceutical, Inc. (“Benda”), 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, Benda and Super enter into this Agreement about the
financial consultancy services to be provided by Super concerning
Benda’s 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:
Super shall render financial consultancy
services to Benda, concerning its acquisition of Shenzhen Sibiono
Gene Tech co., Ltd.
According to the two parties’ agreements,
Benda 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 Benda
fails to provide the Share Compensation in time, Super may request
Benda 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.
Super hereby undertakes that it will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any Benda’s 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
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