Exhibit 10.4
MANAGEMENT SERVICES
AGREEMENT
This Management Services
Agreement (this “Agreement”) is made as of July 31,
2009, (the “Effective Date”) by and among Develocap,
Inc., a Nevada corporation (“Develocap”) and Trai Thien
Sea Transport Investment and Development Joint Stock Company
(“Trai Thien”).
W I T N E S S E T
H:
WHEREAS, on March 31,
2009, Develocap, Trai Thien and the shareholders of Trai Thien
entered into a Share Exchange Agreement (the “Share Exchange
Agreement”), pursuant to which Develocap agreed to issue to
the shareholders of Trai Thien an aggregate of 23,400,000 shares of
common stock of Develocap in exchange for all of the issued and
outstanding stock of Trai Thien. The closing of the Share
Exchange Agreement was subject to the fulfillment of certain
conditions, including, but not limited to the receipt of all
required consents, waivers and approvals by Develocap and Trai
Thien; and
WHEREAS, as a result of
certain limitations on foreign ownership imposed by applicable
Vietnamese laws and regulations, on July 31, 2009, Develocap and
Trai Thien entered into Amendment No. 1 to the Share Exchange
Agreement (the “Amendment”), pursuant to which it was
agreed that at closing, Develocap shall place an aggregate of
15,903,000 shares of its common stock in escrow and the Trai Thien
shareholders shall place 10,680,930 shares of the Trai
Thien’s common stock being 51% of the total issued and
outstanding shares of Trai Thien in escrow, pending the approval
and registration of such transfers in accordance with the
applicable Vietnamese laws and regulations; and
WHEREAS, Trai Thien
currently desires to engage Develocap to provide certain management
and advisory services to Trai Thien and Trai Thien desires to
accept such engagement in accordance with the terms and conditions
set forth herein.
NOW, THEREFORE, in
consideration of the covenants and mutual promises contained herein
and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties agree as follows:
ARTICLE I
MANAGEMENT
SERVICES
1.
Management
Services .
Commencing on the Effective Date, Trai Thien hereby engages
and retains Develocap, through its officers and directors, to
provide certain management and advisory services to Trai Thien as
set forth in this Article I (the “Management
Services”), and Develocap hereby accepts and agrees to
provide such Management Services to Trai Thien, for the term and
consideration as specified herein. The fee payable for such
Management Services shall be determined in accordance with Article
III hereof. The Management Services provided hereunder shall
include the following:
a.
Determining the
strategies, medium term development plans and annual business plan
of Trai Thien;
b.
Proposing the types of
shares of Trai Thien and total shares entitled for sale of each
type;
c.
Deciding to offer new
shares within the number of shares entitled for sale of each type
and deciding to mobilize more capital in other forms;
d.
Deciding to offer for
sale shares or bonds of Trai Thien;
e.
Deciding to repurchase
shares of Trai Thien as regulated by Item 1, Article 21 of the
Charter of Trai Thien;
f.
Deciding the investment
plans and investment projects in compliance with the applicable
Vietnamese laws and regulations and the Charter of Trai
Thien;
g.
Deciding market
development solutions, marketing and technologies strategies of
Trai Thien;
h.
Approval of contracts
and loans, unless otherwise regulated by the Charter of Trai
Thien;
i.
Nominating, dismissing,
appointing and negotiating and terminating the agreements of the
officers and management of Trai Thien;
j.
Supervising, instructing
and managing the officers and managem
