Unassociated Document


    EXCHANGE
      AGREEMENT

    


    


    This
      Exchange Agreement (the “Agreement”)
      is
      entered into, effective as of May 15, 2007 (the “Effective
      Date”),
      between Intellect
      Neurosciences, Inc.
      (f/k/a/
      GlobePan Resources, Inc.; the “Company”)
      and
[                                           ]
      (the
“Holder”).

    


    RECITALS

    


    A. The
      Company entered into an agreement and plan of merger on January 25, 2007 (the
      “Merger”)
      pursuant to which the Company’s wholly owned subsidiary was merged with and into
      Intellect Neurosciences, Inc., a privately held Delaware company (“Intellect”).

    


    B. Prior
      to
      the Merger, the Holder was the holder of such number of shares of Series B
      Convertible Preferred Stock of Intellect (“Intellect
      Preferred Stock”)
      as set
      forth opposite the Holder’s name on Schedule
      A
      hereto.
      Pursuant to the Certificate of Incorporation of Intellect, as in effect prior
      to
      the Merger (“Intellect
      Charter”),
      such
      Intellect Preferred Stock had certain anti-dilution and other rights and
      privileges. 

    


    C. Pursuant
      to the Merger, each share of Intellect Preferred Stock issued and outstanding
      prior to the merger was converted into one share of the Company’s Common Stock.
      As a result, the Holder is the holder of such number of shares of the Company’s
      Common Stock as set forth opposite the Holder’s name on Schedule
      A
      hereto
      (“Holder
      Common Stock”).

    


    D. The
      Company and the Holder have agreed, in order to provide the Holder with
      substantially the same rights he/she/it had as a holder of the Intellect
      Preferred Stock, that each share of Holder Common Stock issued to the Holder
      pursuant to the Merger shall be exchanged for the right to receive one-tenth
      (1/10) of a share of a new series of preferred stock of the company, to be
      designated as Series B Convertible Preferred Stock of the Company, $.001 par
      value per share (“New
      Preferred Stock”)
      having
      the rights and preferences set forth in a Certificate of Designation
      substantially in the form attached hereto as Exhibit
      A
      (“Certificate
      of Designation”).

    


    E. The
      Holder wishes to exchange each share of his/her/its Holder Common Stock for
      one-tenth (1/10) of a share of New Preferred Stock, (the “New
      Shares”),
      pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the
      “Exchange”).

    


    F. In
      consideration of the premises and the mutual covenants and undertakings set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereby agree as
      follows:

    


    AGREEMENT

    


    1. Exchange. 

     

    (a) On
      a date
      to be agreed upon between the Company and the Holder (but in no event later
      than
      the third business date after the date of this Agreement), the Holder will
      transfer and deliver (or cause to be transferred and delivered) to the Company
      certificates representing the Holder’s Intellect Preferred Stock, with
      appropriate transfer documents executed in blank to the Company covering (i)
      any
      and all of Holder’s rights in and to the Holder Intellect Preferred Stock and
      (ii) any and all of Holder’s rights in and to, and to receive, shares of Holder
      Common Stock (“Transfer
      Documents”).
      Such
      Transfer Documents shall in form and substance be reasonably acceptable to
      the
      Company.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Upon
      receipt of (i) certificates representing the Holder’s Intellect Preferred Stock
      and (ii) the Transfer Documents, the Company will issue and deliver (or cause
      to
      be issued and delivered) to Holder the New Shares in the name of Holder, or
      in
      the name of a custodian or nominee of Holder, as requested by Holder prior
      to
      the date hereof, in exchange for the Holder Common Stock and any and all rights
      related thereto. The New Shares shall be delivered to each Holder’s address
      as set forth on Schedule
      A
      hereto.

     

    (c) Effective
      upon Holder’s receipt of the New Shares, Holder irrevocably transfers any and
      all of Holder’s rights in and to, and to receive, shares of Holder Common Stock
      and waives any and all rights related to the Holder Common Stock.

     

    2. Representations
      and Warranties of the Holder.
      The
      Holder represents and warrants to the Company that 

     

    (a) If
      the
      Holder is a corporation, partnership, trust or other entity, (i) it is properly
      organized, validly existing and in good standing in its jurisdiction of
      organization; (ii) has all requisite corporate power and authority to enter
      into
      this Agreement, to perform its obligations hereunder and to consummate the
      Exchange; (iii) has taken all corporate acts and other proceedings required
      to
      be taken by it to authorize the execution, delivery and performance of this
      Agreement and the consummation of the Exchange. 

     

    (b) The
      Holder, if an individual, is at least twenty-one (21) years of age and of
      sufficient legal capacity to execute this Agreement.

     

    (c) This
      Agreement has been duly executed and delivered by the Holder and constitutes
      a
      legal, valid and binding obligation of the Holder, enforceable against the
      Holder in accordance with its terms. 

     

    (d) Holder
      had, prior to the Merger, good and valid title to the Intellect Preferred Stock,
      free and clear of liens, claims and encumbrances; and has good and valid right
      to receive Holder Common Stock, free and clear of liens, claims and
      encumbrances.

     

    (e) Upon
      delivery to the Company of any certificates representing the Intellect Preferred
      Stock and the Transfer Documents, Holder conveys to the Company good and valid
      title to the Holder Common Stock, free and clear of liens, claims, encumbrances,
      security interests, options, charges and restrictions of any kind.

     


    
      
         

      

      
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    (f) Holder
      acknowledges that (i) it has reviewed the Company’s filings with the Securities
      and Exchange Commission (the “SEC”)
      since
      September 9, 2005, and (ii) it understands that the rights and privileges of
      holders of the New Shares are substantially different from the rights the Holder
      has as a holder of the Holder Common Stock.

     

    (g) Holder
      hereby acknowledges that the New Shares are being issued without registration
      under the Securities Act of 1933, as amended, in reliance upon Section 3(a)(9)
      thereof and are deemed restricted securities under such Act and will not be
      freely transferable by the Holder. Accordingly, all certificates representing
      the New Shares will bear a restrictive legend in substantially the form set
      forth on Schedule
      B
      hereto.

     

    (h) Holder
      has the requisite knowledge and experience in financial and business matters
      so
      that it is capable of evaluating the merits and risks of the Exchange and
      acquiring the New Shares in connection therewith and has had such opportunity
      as
      it has deemed adequate to obtain from representatives of the Company such
      information as is necessary to permit the Holder to evaluate the merits and
      risks of the Exchange. The Holder is an “accredited investor” as defined in Rule
      501 promulgated under the Securities Act of 1933, as amended. 

     

    (i) Holder
      is
      not at present, and has not been during the preceding three months, an
“affiliate” of the Company as that term is defined in paragraph (a)(1) of Rule
      144 pursuant to the Securities Act of 1933, as amended.

     

    (j) In
      entering into this Agreement and the Exchange, the Holder acknowledges that
      it
      has acted and is acting for itself and not at the direction or instruction
      of
      any other person, including without limitation, the Company, and the Holder
      has
      not, is not and will not hold itself out as, an agent of the Company in
      connection with the Exchange or in connection with any subsequent sale of the
      New Shares. 

     

    (k) Holder
      confirms that the Company has not retained or authorized the Holder to act
      on
      its behalf in connection with the Exchange, and the Company has not paid or
      given, directly or indirectly, any commission or other remuneration, to Holder,
      for soliciting the acquisition of any of the Holder Common Stock or the
      Exchange.

     

    (l) Holder
      is
      a resident of the state set forth opposite the Holder’s name on Schedule
      A
      hereto
      for purposes of securities laws applicable to the Exchange and intends that
      such
      state’s securities laws of that state alone together shall govern the
      Exchange.

     

    (m) Holder
      consents or has consented to the Merger and has not in connection with the
      Merger exercised any appraisal rights the Holder may have or have had pursuant
      to Section 262 of the Delaware General Corporation Law.

     

    3. Representations,
      Warranties and Agreements of the Company.
      The
      Company hereby represents and warrants to the Holder and agrees as
      follows:

     

    (a) The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Delaware. The Company has all requisite corporate power and
      authority to enter into this Agreement, to perform its obligations hereunder
      and
      to consummate the Exchange. All corporate acts and other proceedings required
      to
      be taken by the Company to authorize the execution, delivery and performance
      of
      this Agreement and the consummation of the Exchange have been duly and properly
      taken. This Agreement has been duly executed and delivered by the Company and
      constitutes a legal, valid and binding obligation of the Company, enforceable
      against the Company in accordance with its terms. 

     


    
      
         

      

      
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    (b) The
      Company shall file with the Secretary of State of the State of Delaware the
      Certificate of Designations in substantially the form attached hereto as
Exhibit
      A.

     

    (c) Based
      in
      part on the representations of the Holder contained herein, the Company hereby
      represents that (i) the issuance of the New Shares is exempt from the
      registration requirements of Section 5 of the Securities Act of 1933, as
      amended, in reliance upon Section 3(a)(9) thereof, and (ii) when issued in
      accordance with this Agreement, the New Shares will be (A) duly authorized
      and
      validly issued, fully-paid, non-assessable shares of the Company’s Series B
      Preferred Stock, and (B) bear a restrictive legend as set forth on Schedule
      B
      hereto.


     

    (d) The
      Company has not retained or authorized the Holder to act on the Company’s behalf
      in connection with the Exchange, and no broker, investment banker, finder or
      other person has been retained by or authorized to act on behalf of the Company
      in connection with the Exchange, and the Company has not paid or given, directly
      or indirectly, any commission or other remuneration, to any person, for
      soliciting the acquisition of the Holder Common Stock or the
      Exchange.

     

    4. Registration
      Rights. 

     

    (a) The
      Company hereby grants the following registration rights to holders of Series
      B
      Preferred Stock. If the Company at any time proposes to register any of its
      securities under the Securities Act of 1933 for sale to the public, whether
      for
      its own account or for the account of other security holders or both, except
      with respect to registration statements on Forms S-4, S-8 or another form not
      available for registering the Common Stock held by or purchaseable by Holder
      (the “Registrable Securities”) for sale to the public, provided the Registrable
      Securities are not otherwise registered for resale by the Holder pursuant to
      an
      effective registration statement, each such time it will give at least fifteen
      (15) days' prior written notice to the record holder of the Registrable
      Securities of its intention so to do. Upon the written request of the Holder,
      received by the Company within ten (10) days after the giving of any such notice
      by the Company, to register any of the Registrable Securities not previously
      registered, the Company will cause such Registrable Securities as to which
      registration shall have been so requested to be included with the securities
      to
      be covered by the registration statement proposed to be filed by the Company,
      all to the extent required to permit the sale or other disposition of the
      Registrable Securities so registered by the Holder of such Registrable
      Securities (the “Seller” or “Sellers”). Unless instructed in writing to the
      contrary, the Holder hereby automatically exercises the registration rights
      granted in this Section 4. The Seller is hereby given the same rights and
      benefits as any other party identified in such registration. The Company shall
      prosecute any such registration statement to effectiveness as promptly as
      reasonably practicable. The expenses of any such registration, other than
      underwriter’s discounts or selling commissions, shall be borne by the Company.
      In the event that any registration pursuant to this Section 4 shall be, in
      whole
      or in part, an underwritten public offering of common stock of the Company,
      the
      number of shares of Registrable Securities to be included in such an
      underwriting may be reduced by the managing underwriter if and to the extent
      that the Company and the underwriter shall reasonably be of the opinion that
      such inclusion would adversely affect the marketing of the securities to be
      sold
      by the Company therein; provided, however, that the Company shall notify the
      Seller in writing of any such reduction. Notwithstanding the foregoing
      provisions, the Company may withdraw or delay or suffer a delay of any
      registration statement referred to in this Section 4 without thereby incurring
      any liability to the Seller due to such withdrawal or delay.

     


    
      
         

      

      
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    (b) In
      addition to the rights set forth in paragraph (a) of this Section 4, Holders
      under this Agreement and agreements of like tenor holding at least 50% of all
      Registrable Securities hereunder and thereunder may, on any one occasion
      beginning 180 days after the date of this Agreement, if the Registrable
      Securities are not then included in a registration statement filed or proposed
      to be filed with the Securities and Exchange Commission pursuant to the
      Securities Act of 1933, demand that a registration statement be filed covering
      such Registrable Securities and any other Registrable Securities hereunder
      and
      under agreements of like tenor the Holders of which, upon 15 days’ written
      notice from the Company, request such inclusion. Thereafter, within 60 days
      after such demand, the Company shall file a registration statement covering
      the
      Registrable Securities requested to be included therein and shall prosecute
      such
      registration statement to effectiveness as promptly as reasonably practicable.
      The Company shall bear the expenses of such registration other than
      underwriter’s discounts or selling commissions, if any. 

     

    5. Information
      Provided in Connection with the Exchange.
      Other
      than with respect to this Agreement, the Company confirms that it has not
      provided Holder or its counsel with any information that constitutes or might
      constitute material, nonpublic information. The Company acknowledges and agrees
      that Holder neither makes nor has made any representations or warranties with
      respect to the transactions contemplated hereby other than those specifically
      set forth in this Agreement. The Company understands and confirms that Holder
      will rely on the Company’s representations set forth in Section 3 in effecting
      the Exchange. 

     

    6. Confidentiality.
      Neither
      the Company nor the Holder shall issue any press releases or any other public
      statements with respect to the transactions contemplated hereby; provided,
      however, that the Company shall be entitled to make a press release regarding
      the Exchange and thereafter the Company shall be entitled to make other public
      disclosure with respect to the Exchange (i) as is required by law and
      regulations, or (ii) to explain the Company’s reasons for and business analysis
      behind Exchange and the impact of the Exchange on the Company’s business.


     

    7. Company
      Acknowledgement.
      Anything
      in this Agreement or any other document to the contrary notwithstanding, it
      is
      understood acknowledged and agreed by the Company that: 

     


    
      
         

      

      
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    a. Nothing
      contained herein, and no action taken by Holder pursuant hereto, shall be deemed
      to constitute Holder as a partnership, an association, a joint venture or any
      other kind of entity, or create a presumption that Holder are in any way acting
      in concert or as a group with respect to securities of the Company or the
      transactions contemplated hereby. 

     

    b. Holder
      confirms that it has independently participated in the negotiation of the
      transaction contemplated hereby with the advice of its own counsel and
      advisors.

     

    c. The
      Holder’s holding period for the New Shares for purposes of Rule 144 promulgated
      by the SEC pursuant to the Securities Act of 1933, as amended, shall be deemed
      to have commenced on the date of the Merger. 

     

    8. Notices.
      All
      notices and other communications under this Agreement, including any notices
      with respect to the transfer of the New Shares, shall be in writing and shall
      be
      deemed given when (a) delivered personally, (b) one business day after being
      delivered to a nationally recognized overnight courier or (c) when sent by
      facsimile (with confirmation of transmission received by the sender) to the
      parties at the addresses (or at such other address as shall be specified by
      like
      notice):

     

    If
      to the Company:

    


    Intellect
      Neurosciences, Inc.

    7
      West
      18th
      Street

    New
      York,
      NY 10011

    
      	 	
              Attention:

            	
              Elliot
                Maza, President and

            


    

    
      	 	 	
              Chief
                Financial Officer

            


    

    Facsimile
      No.: 212-448-9600

    


    If
      to the Holder:

    


    [
      Insert
      Address] 

    


    9. Amendment.
      Neither
      this Agreement nor any of the terms hereof may be amended, supplemented, waived
      or modified except by an instrument in writing signed by the party against
      which
      the enforcement of such amendment, supplement, waiver or modification is
      sought.

     

    10. Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
      TO PRINCIPLES OF CONFLICTS OF LAWS. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Each party
      hereto waives, and agrees not to assert in any such suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction in New York of
      such court, that the suit, action or proceeding is brought in an inconvenient
      forum or that the venue of the suit, action or proceeding is improper.


     

    11. Counterparts.
      This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts will together constitute but one and the same instrument. Delivery
      of an executed counterpart of a signature page by facsimile transmission shall
      be effective as a delivery of a manually executed counterpart of this
      Agreement.

     


    
      
         

      

      
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    12. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and supersedes all prior agreements
      and understandings, both written and oral, between the parties with respect
      to
      the subject matter hereof.

     

    13. Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by the Company or the Holder without the prior written consent
      of
      the other.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
      executed on its behalf as of the date first written above.

    


    


    INTELLECT
      NEUROSCIENCES, INC.

    


    _________________________________

    By:   
      Elliot
      Maza

    Title:
      President
      & Chief Financial Officer

    


    


    HOLDER: 

    


    


    [                                                              
      ]

    


    


    By:
      _______________________

          
      Name:

          
      Title:

    


    
      
         

      

      
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    SCHEDULE
      A

    


    


    



    


    


    
      
         

      

      
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    SCHEDULE
      B


     

     

    RESTRICTIVE
      LEGEND

    

      "These
        shares have not been registered under the Securities Act of 1933. They may
        not
        be offered or transferred by sale, assignment, pledge or otherwise unless
        (i) a
        registration statement for the shares under the Securities Act of 1933 is
        in
        effect or (ii) the corporation has received an opinion of counsel, which
        opinion
        is satisfactory to the corporation, to the effect that such registration
        is not
        required under the Securities Act of 1933."

    


    
      
         

      

      
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    EXHIBIT
      A

    


    CERTIFICATE
      OF DESIGNATIONS

    


    


    


    See
      attached.

    


    
      
         

      

      
        11