Unassociated Document


    SHAREHOLDERS’
      AGREEMENT

     

    THIS
      AGREEMENT dated this 6th
      day of
      June 2008 by and between

     

    
      	
            	1.	
              Mr.
                Sanjiw Kumar Singh, Mr. Raju Kumar Singh, and Mr. Rana Rajesh
                Kumar
                residing at
                F-1194 Chittranjan Park, New DeIhi-110019
                (hereinafter collectively referred to as “Dr. Sanjiw which expression
                shall, subject to the terms of this Agreement, include their successors,
                nominees, legal representative and permitted assigns) of the First
                Part.

            


    

     

    AND

     

    
      	 	
              2.

            	
              Armen
                Karapetyan, and Joseph Rached the majority shareholders of SFH1
                Acquisition Corp.,
                (hereinafter collectively referred to as “the
                Shareholders”
                which expression shall subject to the terms of this Agreement, include
                their heirs, legal representatives, successors and permitted assigns)
                of
                the Second Part.

            


    

     

    AND

     

    
      	 	
              3.

            	
              SFH
                Acquisition Corp., a Delaware corporation, incorporated under the
                laws of
                U.S. and having its registered office at 3363 NE 163rd
                Street Suite 705, North
                Miami Beach, Florida (hereinafter referred to as “the
                Company”
                which expression shall, subject to the terms of this Agreement, include
                its successors-in-business and permitted
                assigns).

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS

    


    
      	 	
              A.

            	
              The
                Company had an authorized share capital of 100,000,000 shares of
                common
                stock
                of which
                10,793,650 par value $.0001 are issued and outstanding as of June
                2, 2008 of which the Shareholders own a total of 5,000,000 shares
                of
                Common
                Stock.

            


      	 	 	 


    

    
    

    
      	 	
              B.

            	
              The
                Company acquired from Dr.
                Sanjiw
                one hundred percent (100%) of the shares
                of Protech Biosystems Pvt. Ltd, a company incorporated in India,
                and in
                exchange
                agreed to allot six million one hundred thousand (6.1 million) shares
                of
                the
                Company to
                Dr. Sanjiw.
                Following issuance of the 6.1 million shares of common
                stock, Dr.
                Sanjiw
                will own approximately 36.1% of the issued and outstanding
                common stock of the Company.

            


    

     

    
      
        	
              	C.	
                For
                  the aforesaid purpose, the parties had executed a Share Exchange
                  Agreement
                  dated the same date in June 2008, summarizing the proposed terns
                  of the
                  transaction and have on this date authorized the issuance of six
                  million
                  one hundred thousand (6.1 million) shares of the Company to Dr.
                  Sanjiw.

              


      

    

     

    NOW
      IT IS
      HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

    


    Article
      I

    


    Definitions

     

    In
      this
      Agreement the expressions mentioned below shall have the following
      meaning:--

     

    
      	
            	1.1	
              “Act”
                means the Securities Act of 1933 as amended from time to
                time.

            


    

     

    
      	
            	1.2	
              “Affiliate”
                means companies within the same “group”, and any entity, which controls,
                is controlled by, or is under the common control of any of the Parties
                to
                this Agreement. The term “control” being used in the sense of power to
                elect, appoint or remove either singly by itself or together with
                other
                Affiliates a majority of its directors or to direct and control the
                management of a company, or to hold in excess of 50% of the voting
                interest. The term Common Control being used in the sense that the
                shareholder and the other person are both ultimately controlled by
                the
                same person. Common Control shall mean the predominant ultimate beneficial
                interest and/or effective control being exercised by the same person
                or a
                group of persons over third parties, any Party to this Agreement
                and/or
                any of their Affiliates.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	1.3	
                  “Closing
                    Date”
                    means the date of execution of this
                    Agreement;

                


        

      

    

     

    
      	
            	1.4	
              “Law”
                includes all applicable statutes, enactments, acts of legislature
                or
                Parliament, laws, ordinances, rules, bye-laws, regulations, notifications,
                guidelines, policies, directions, directives and orders of any Government,
                statutory authority, tribunal, board, court or recognized stock
                exchange.

            


    

     

    
      	 	
              1.5

            	
              “Parties”
                means the parties to this Agreement when referred to collectively
                and
                “Party”
                when referred to individually.

            


    

     

    
      	 	
              1.6

            	
              “Related
                Person”
                means and includes:-

            


    

     

    
      	
            	(i)	
              any
                company in which any Shareholder holds more than 10% of the equity
                share
                capital of such company;

            


    

     

    
      	
            	(ii)	
              any
                company which is under the control and management of a
                Shareholder;

            


    

     

    
      	
            	(iii)	
              any
                holding or subsidiary company of the Company or of a
                Shareholder;

            


    

     

    
      	
            	(iv)	
              any
                firm or company in which a Shareholder is, or was within the six
                months
                immediately preceding the concerned date, a director or partner or
                has any
                control or ownership interest in excess of 10% of the shareholding
                or the
                share as the case may be;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              any
                director of the
                or
                of
                any
                Shareholder or of any holding or subsidiary company of the Company
                or of a
                Shareholder.

            


    

     

    
      	 	
              1.7

            	
              “Senior
                Management”
                means any officer or director of either the Company
                or personnel of the Company or Protech or any other individual drawing
                emoluments or salaries in excess of $10,000 or more per month or
                a person
                functionally heading a department.

            


    

     

    
      	 	
              1.8

            	
              “Stock
                Option(s)”
                or
                “ESOP”
                means the equity shares of the Company which may be issued in favor
                of the
                Employees of the Company.

            


    

     

    
      	 	
              1.9

            	
              “Third
                Party”
                means any party which is not a party to this
                Agreement.

            


    

     

    
      	 	
              1.10

            	
              Headings
                are used for convenience only and shall not affect the meaning or
                interpretation of this Agreement.

            


    

     

    
      	 	
              1.11

            	
              In
                this Agreement, (unless the context requires
                otherwise):--

            


    

     

    
      	 	
              (i)

            	
              reference
                to the singular includes a reference to the plural and vice
                versa,

            


    

     

    
      	 	
              (ii)

            	
              reference
                to any gender includes a reference to all other
                genders.

            


    

     

    
      	 	
              (iii)

            	
              reference
                to any person includes any legal or natural person, partnership,
                firm,
                trust, company, government or local authority, department or other
                body
                (whether corporate or
                unincorporated).

            


    

     

    
      	
            	(iv)	
              reference
                to an individual shall include his legal representative, successor,
                legal
                heir, executor and administrator.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              words
                and expressions used but not defined in this Agreement shall have
                the same
                meaning as in the Act.

            


    

    


    
      	 	
              (vi)

            	
              reference
                to statutory provisions shall be construed as meaning and including
                references also to any amendment or re-enactment (whether before
                or after
                the date of this Agreement) for the time being in force and to all
                statutory instruments or orders made pursuant to statutory
                provisions.

            


    

    


    
      	 	
              (vii)

            	
              references
                to any statute or regulation made using a commonly used abbreviation
                shall
                be construed as a reference to the title of the statute or
                regulation.

            


    

    


    
      	
            	(viii)	
              references
                to any Article, Clause or Annexure shall be deemed to be a reference
                to an
                Article, Clause or Annexure of or to this
                Agreement.

            


    

     

    
      	 	
              1.12

            	
              The
                Schedules to this Agreement shall form an integral part of this
                Agreement.

            


    

     

    
      	
            	1.13	
              For
                the purpose of this Agreement, “Confidential Information” shall include
                all:

            


    

    


    
      	
            	(a)	
              Production
                process, marketing techniques and arrangements, mailing lists, purchasing
                information, pricing policies, quoting procedure, financial information,
                customer and prospect names and requirements, employee, customer,
                supplier
                and distributor data, price lists and other materials or information
                relating to the Company’s business and activities and the manner in which
                the Company does business;

            


    

    


    
      	
            	(b)	
              Computer
                software, whether, existing or hereafter developed for use on any
                operating system or machine, all modifications, enhancements and
                versions
                and all options available with respect thereto, and all future products
                developed or derived therefrom;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

       

    

    
      	 	
              (c)

            	
              Source
                and object code, flowcharts, algorithms, coding sheets, routines,
                subroutines, compilers, assemblers, design concepts and related
                documentation and manuals.

            


    

    
      	 	
              (d)

            	
              Discoveries,
                concept and ideas including, without limitation, the nature and results
                of
                research and development activities, processes, formulas, inventions,
                computer-related equipment or technology, techniques, “know--how”,
                designs, drawings and
                specifications.

            


    

    
      	 	
              (e)

            	
              All
                other materials or information related to the business or activities
                of
                the Company which are not generally known to others engaged in similar
                business or activities.

            


    

    
      	 	
              (f)

            	
              All
                ideas which are derived from or related to the access to or knowledge
                of
                any of the enumerated materials and information;
                and

            


    

    
      	 	
              (g)

            	
              All
                information about or belonging to suppliers and clients of, and all
                parties to any agreement with the Company which would be confidential
                information pursuant to the above definition if such other parties
                were in
                the position of the Company.

            


    

    


    The
      term
      Confidential Information shall not include

    


    
      	
            	a)	
              information
                or knowledge which may become available to the public
                generally;

            


    

    


    
      	
            	b)	
              any
                disclosure or use required by law or the order of a court or tribunal
                of
                competent jurisdiction or by any appropriate regulatory
                authority;

            


    

    


    
      	
            	c)	
              any
                disclosure or use with the consent of the
                Board.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Article
      2.

    


    Representations
      and Warranties of the Shareholders;
      Dr. Sanjiw and the Company

    


    


    (a) The
      Shareholders and the Company hereby jointly and severally represent and warrant
      to Dr. Sanjiw
      that the
      following statements are true, accurate and not misleading as on the date of
      this Agreement:

    


    
      	
              2.1

            	
              The
                Company is a corporation legally organized and validly existing under
                the
                laws of USA;

            


    

    


    
      	
              2.2

            	
              This
                Agreement has been validly executed by the Shareholders and by the
                Company
                through its representative Mr. Armen Karapetyan, duly authorized
                by the
                Board Resolution of the Company, and constitutes a valid agreement
                binding
                on the Shareholders and the Company and enforceable in accordance
                with the
                laws of USA.

            


    

    


    
      	
              2.3

            	
              The
                Shareholders and the Company have obtained all approvals and other
                authorizations required under the Laws of USA or any other agreements
                entered into by the Shareholders and the Company to carry out their
                business and to enter into this
                Agreement.

            


    

    


    (b) 
      Dr.
      Sanjiw, and Protech Biosystems Pvt. Ltd, (“Protech”) hereby jointly and
      severally represent and warrant to the Shareholders and the Company that the
      following statements are true, accurate and not misleading as on the date of
      this Agreement:

    


    
      	
              2.1

            	
              Protech
                is a legally constituted and validly existing limited liability company
                in
                India.

            


    

    


    
      	
              2.2

            	
              This
                Agreement has been validly executed by Dr. Sanjiw and by Protech
                and
                constitutes a valid agreement binding on Dr. Sanjiw and
                Protech.

            


    

    
      	
              2.3

            	
              Dr.
                Sanjiw and Protech have obtained all approvals and other authorizations
                required under the Laws of India or any other agreements entered
                into by
                Dr. Sanjiw and Protech to carry out their business and to enter into
                this
                Agreement.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Article
      3

    


    Management
      and Control of the Company

     

    
      	
              3.1

            	
              The
                Board of Directors of the Company (“the
                Board”)
                shall initially consist of two directors of which one shall be nominated
                by the Shareholders and one shall be nominated by Dr.
                Sanjiw,
                The Shareholders agree to cast all votes represented by the number
                of
                shares of common stock each of the Shareholders own in favor of Dr.
                Sanjiw
                or his designee. Dr. Sanjiw agrees to cast all votes represented
                by the
                number of shares of common stock owned by Dr. Sanjiw in favor of
                Armen
                Karapetyan or his designee.

            


    

    


    The
      Shareholders and the Dr.
      Sanjiw will
      be
      entitled to nominate the alternate directors of their respective nominated
      Directors in accordance with the provisions of the Act; The position of Chairman
      of the Board will be nominated by Dr.
      Sanjiw.
      The
      Parties hereto agree that in ease a Director dies, resigns or is otherwise
      removed prior to the completion of his term, then his position shall be filled
      at the next annual meeting of the Company’s shareholders and each of the parties
      shall vote their shares of common stock as set forth herein.

    


    
      	
              3.2

            	
              The
                Parties will use their best efforts to insure that at any board meeting
                of
                the Company shall include at least one nominee director each, or
                such
                nominated director’s alternate, nominated by Dr.
                Sanjiw
                and the Shareholders respectively.

            


    

    


    
      	
              3.3

            	
              The
                Company shall bear all reasonable expenses incurred by the Directors
                of
                the Company, in connection with the Directors’ travel to the place of the
                meeting for attending board meetings or committee meetings as may
                be
                approved by the Board.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Dr.
                Sanjiw shall not be entitled to transfer his Shares until after the
                expiry
                of a period of one year from the date of signing of this Agreement.
                Since
                the Shareholders have already owned their shares for more than one
                year,
                this restriction shall not apply to the Shareholders. At such time
                as the
                Shareholder is permitted
                to transfer their equity interest, any Party wishes to sell their
                Shares
                or any of them (“the Sale Shares”) it shall first by a written notice
                (“the Sale Notice”) serve on the other Party their offer to sell the Sale
                Shares, in accordance with the provisions of this Article (“the Offer”).
                The Sale Notice shall specify the number of Sale Shares, the price
                at
                which they are proposed to be sold, the name of the proposed purchaser,
                the terms and conditions of the proposed sale, the time within which
                the
                Offer must be accepted, which is fifteen days from and including
                the date
                of receipt by the other Party of the Sale Notice (‘the Offer Period”), and
                following which the Offer shall be deemed to have lapsed; Provided
                that
                the Offer Period shall not be less than thirty days from and including
                the
                date of receipt by the other Party of the Sale Notice. It is agreed
                that
                the Offer shall be irrevocable during the Offer Period. The restrictions
                set forth above shall not apply to any sales of the parties shares
                conducted in market transactions through a
                broker.

            


    

    


    
      	
              3.5

            	
              The
                other Party
                shall be entitled to respond to the Sale Notice by serving a written
                notice (“the Response
                Notice”)
                on the Party prior to the expiry of the Offer Period whereby the
                other
                Party may accept the Offer to purchase all or a part of the Sale
                Shares
                from the Party at the same price and on the same terms stated in
                the Sale
                Notice.. The other Party shall be entitled to purchase part of the
                Sale
                Shares only in the event the proposed purchaser is willing to accept
                the
                balance of the Sale Shares at the same price and on the same terms
                as
                stated in the Sale Notice

            


    

    


    
      	
              3.6

            	
              In
                the event of a Response Notice under Clause 3.6(a) above, the other
                Party
                shall pay the purchase price for the Shares desired to be purchased
                by the
                other Party within a period of 15 days from the date of delivery
                of the
                Response Notice to the Party against the delivery of Share certificates
                and execution and delivery of the requisite transfer forms. The period
                of
                15 days shall be extended by such number of days as may be required
                for
                obtaining all Regulatory Approvals required for the sale/purchase
                of the
                Shares. The Parties agree that in the event that the Regulatory Approvals
                are declined, it shall be deemed that the Offer had not been made
                and that
                the shares may be sold or otherwise transferred in the sole and
                absolute discretion of the selling
                stockholder.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	3.7	
              The
                Shareholders undertake to authorize an offering of the Company’s
                securities to secure additional working capital. The terms of any
                underwriting, the appointment of any manager, underwriter or other
                financial advisor for such offering shall be subject to the approval
                of
                the Board of Directors.

            


    

    


    
      	3.8	
              From
                the date of execution of this Agreement and during such time this
                Agreement remains in force and for a period of two years thereafter,
                without the express written consent of the other Party, neither Party
                shall engage in any business, directly or indirectly, that is in
                competition with the business of the
                Company.

            


    

    


    


    
      	3.9	
              For
                so long as either of the Shareholders own at least five percent (in
                total)
                of the issued and outstanding shares of common stock of the Company,
                neither the Company nor Protech Biosystems Pvt. Ltd will increase
                any
                salaries payable to its officers without the unanimous consent of
                the
                Company’s Board of Directors.

            


    

     

    Article
      4

    


    Term
      &Termination

     

    
      	4.1	
              This
                Agreement becomes effective upon execution by all
                Parties.

            


    

    


    
      	4.2	
              This
                Agreement can be terminated by mutual
                consent.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Article
      5

    


    Confidentiality

     

    
      	
              5.1

            	
              Each
                of the Parties herein agree that Confidential Information exchanged
                to
                date and which maybe exchanged during the term of this Agreement
                and any
                technical information in any form provided to the Parties or by the
                Parties is confidential and proprietary and shall not be reproduced,
                copied or disclosed to any third parties, unless there is mutual
                agreement
                to disclose certain terms, in which case the disclosure may be made
                but
                only in such manner and to such extent as the Parties may
                agree,

            


    

    


    
      	
              5.2

            	
              The
                Parties hereto shall at all times cause their partners, directors,
                officers, employees, agents, representatives, advisors, associates
                and any
                other person acting on their behalf to refrain from disclosing
                Confidential Information and shall ensure that such Confidential
                Information is only used for the purposes of Shareholders and the
                Company,
                irrespective of whether the Confidential Information was provided
                in
                writing or orally or whether the written embodiment of the Confidential
                Information has been marked as
                confidential.

            


    

    


    
      	
              5.3

            	
              None
                of the Parties shall make any public announcement regarding this
                Agreement
                without prior consent of all Parties except as may be required to
                be filed
                with the Securities and Exchange
                Commission.

            


    

    


    
      	
              5.4

            	
              The
                confidentiality obligations shall survive the expiry of this Agreement
                and
                is legally binding on the Parties and shall always be in full force
                and
                effect.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Article
      6

    


    Validity
      and Enforceability

     

    
      	
              6.1

            	
              In
                the event that any provision of this Agreement is legally proved
                to be
                wholly or partly invalid or unenforceable, such event shall not affect
                the
                validity or enforceability of the remaining provisions
                hereof.

            


    

    


    
      	
              6.2

            	
              In
                such event the Parties shall replace such invalid or unenforceable
                provision by a new one approximating the ineffective provision as
                closely
                as possible.

            


    

     

    Article
      7

    


    Arbitration
      and Dispute Resolution

     

    
      	
              7.1

            	
              In
                the event any of any claim, controversy, dispute or difference between
                the
                Parties hereto, arising out of or in connection with or in relation
                to
                this Agreement, the Party raising the dispute will be entitled refer
                the
                same to arbitration in accordance with the American Arbitration
                Association. Any arbitration proceeding shall be held at the AAA
                office
                located closest to Miami-Dade County,
                Florida

            


    

    


    
      	
              7.2

            	
              The
                notice should accurately set out the disputes between the Parties
                and the
                intention of the aggrieved Party to refer such disputes to arbitration
                as
                provided herein. All notices by one Party to the others in connection
                with
                the arbitration shall be in writing and shall be made as provided
                in this
                Agreement.

            


    

    


    Article
      8

    Miscellaneous

     

    
      	
              8.1

            	
              This
                Agreement is governed by and is to be construed in accordance with
                the
                laws of state of Florida and shall be subject to the jurisdiction
                of the
                Florida Courts located in Miami-Dade County,
                Florida

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	8.2	
              Nothing
                herein contained in this Agreement shall constitute or be deemed
                to
                constitute a partnership or a joint venture, technical or financial
                collaboration between the Parties, and no Party shall hold himself
                out as
                an agent for the other Party, except with the express prior written
                consent of the other Party.

            


    

    


    
      	8.3	
              Any
                date or period as set out in any Clause of this Agreement may be
                extended
                with the written consent of all the Parties hereto failing which
                time
                shall be of the essence.

            


    

    


    
      	8.4	
              Each
                of the rights of the Parties hereto under this Agreement are independent,
                cumulative and without prejudice to all other rights available to
                them,
                and the exercise or non-exercise of any such rights shall not prejudice
                or
                constitute a waiver of any other right of the Parties hereto, whether
                under this Agreement or otherwise.

            


    

    


    
      	8.5	
              This
                Agreement may be executed in any number of documents or counterparts,
                each
                in the like form and all of which when taken together shall constitute
                one
                and the same document, and any Party may execute this Agreement by
                signing
                any one or more of such documents or
                counterparts.

            


    

    


    
      	8.6	
              No
                variation of this Agreement shall be binding on any Party unless,
                and to
                the extent that, such variation is mutually agreed and recorded in
                a
                written document executed by all the Parties, but where any such
                document
                exists and is so signed such Party shall not allege that such document
                is
                not binding by virtue of an absence of
                consideration.

            


    

    


    
      	8.7	
              This
                Agreement is personal to the Parties and shall not be capable of
                assignment, except with the prior written consent of the non-assigning
                Party.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	
              8.8

            	
              Except
                in matters of statutory compliance by the company, whenever a provision
                of
                this Agreement requires an approval or consent by a Party to this
                Agreement and notification of such approval or consent is not delivered
                within the applicable time limit, then, unless otherwise specified,
                the
                Party whose consent or approval is required shall be conclusively
                deemed
                to have withheld its approval or
                consent.

            


    

    


    
      	
              8.9

            	
              All
                notices required and permitted under the provisions of this Agreement
                or
                by law to be served upon or to be given to a Party hereto by any
                other
                Party hereto shall be in English language and shall be deemed duly
                served
                or given:--

            


    

    


    
      	
            	(i)	
              on
                the date of service, if served personally against receipt or sent
                by
                facsimile transmission with appropriate confirmation of or receipt,
                only
                if immediately followed up by sending a copy of the same via Registered
                Post with acknowledgement due; or

            


    

    


    
      	
            	(ii)	
              on
                the 7th day after service, if sent by —Speed Post courier against receipt
                and addressed as follows:-

            


    

     

    This
      Agreement shall be effective upon execution by the last signatory
      hereto.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    This
      Agreement executed the date set forth above.

    


    ————————

    Sanjiw
      Kumar Singh

    Date: June
—,
      2008

    


    ————————

    Raju
      Kumar Singh

    Date:
      June —, 2008

    


    —————————

    Rana
      Rajesh Kumar

    Armen
      Karapetuan

    Date:
      June —, 2008

    


    —————————

    Josepth
      Rached

    
      
        Date:
          June
          ____,
          2008

      

    

    


    Protech
      Biosystems Pvt. Ltd,

    


    ————————————

    


    SFH
      I Acquisition Corp.

    


    —————————

    By
      Armen Karapetyan

    Date:
      June ——, 2008

    
      
        Its:
          President

         

        
          
            
            

          

          
            15