1 Capital Investors means any entity/person(s) referred by JYZ to GGA who provide a Financial Benefit to Gemini Global Medical Fund(the “Fund”). issue of shares. 1.1 The engagement of JYZ by GGA is exclusive. Definitions 1. Central.2 3. options or any other form of security and any other transaction venture or arrangement where any form of financial consideration passes to the Fund (or the Fund's related entities or associates (for example an SPV)). Three Pacific Place.1 GGA appoints JYZ as its agent for the purpose of JYZ referring Capital Investors to GGA subject to the stipulations of this Agreement.2 2. 1 Queens Road East. Financial Benefit means. equity investment. Hong Kong(“GGA”) Jimmy Yu Zou Your address (“JYZ”) AND OPERATIVE PROVISIONS 1. . JYZ accepts the appointment. 2010 Gemini Global Advisors Limited Level 3. Appointment and grant 2.AGENCY AGREEMENT THIS AGREEMENT IS MADE ON PARTIES: August 10. 2. provision of debt financing. Exclusivity 3. rights.

6. act in good faith in its dealings with GGA. 6.1 The term of this agreement is one month from the date stated at the head of this agreement.1 6.2 7. GGA’s functions and responsibilities 7.2 During the term of this Agreement.3 4.1.1. 5.1 This agreement commences on the date stated at the head of this agreement.1 JYZ shall: 6.1.1 GGA shall: 7.2. 7. Commencement 4. maintain the confidentiality of any information or data concerning the Fund and its business and affairs that is not generally known or in the public domain or which has the characteristics of confidentiality except when disclosure is expressly permitted by GGA in the furtherance of introducing Capital Investors. provide JYZ with promotional and technical materials to allow JYZ to introduce Capital Investors. JYZ .3 7.2 use its best endevours to introduce Capital Investors to GGA.1.1 provide JYZ with all reasonable forms of assistance that are necessary or conducive to JYZ performing its duties and discharging its responsibilities under this Agreement.1.1 attempt to deal with an entity referred by JYZ to its exclusion however it is intended that once JYZ makes a referral GGA will be free to make contact with the referral as it sees fit for the purpose of negotiating an arrangement.functions and responsibilities 6. Duration 5. . GGA must not: 7.

1 10.2 8. 9. GGA shall be entitled to an injunction restraining JYZ from committing any breach of this Agreement without showing or proving any actual damage sustained by GGA. 11.1 In the event of a breach of the terms of this Agreement by JYZ. Agency fee and benefits on successful closing 8. JYZ hereby indemnifies GGA in respect of all damages flowing from any breach of this Agreement by JYZ or any related company or entity. GGA is not permitted to assign the rights conferred on it by this Agreement to another entity without the express consent of the JYZ. Termination 11.2 seek. solicit. 10.2 JYZ is not permitted to assign the rights conferred on it by this Agreement to another entity without the express consent of GGA. GGA shall entitle JYZ to receive 0.1 8.1 Either party may terminate this agreement at any time by providing the other party with 1 week written notice. 12. Breach and indemnity 9.4 7.3 GGA agrees to pay to JYZ 5% of the total amount of the Financial Benefit raised by JYZ GGA shall appoint JYZ as a board of advisors to the Fund and pay a salary that is suitable for JYZ”s roles and responsibilities. or procure any Financial Benefit from a Capital Investor contrary to the rights of JYZ set out in this agreement.2. Assignment 10. Post-termination obligations . 8. director or related person of JYZ.5% of revenue generated by those clinics invested by the Fund in Guangdong province.

2 12. 14.1 This agreement contains the entire agreement of the parties concerning its subject matter. 13.1. 14.1. Entire agreement 14.5 12.1.2 Every stipulation of this agreement is independent of the others and has substantive effect.3 JYZ must deliver up to GGA all of the documents and advertising and promotional material of GGA. Choice of law and choice of forum 13. 16. 15. Variation of agreement 15.1 This agreement and any of its obligations may be varied only by an instrument signed by or on behalf of the parties. Independence and severability 16.3 This agreement supersedes any prior agreement between the parties concerning the agency but does not affect any accrued and unperformed obligations of the parties that are not replaced by any stipulation of this agreement. If any stipulation of this agreement is declared to be void or ineffective by any order or decree of any court.1 This agreement is governed by the laws of Hong Kong SAR 14.1 16.1 If this Agreement is terminated for any reason. and JYZ must not hold itself or represent itself as the agent of GGA. JYZ must cease using any intellectual property of GGA. then: .1 12. tribunal or other competent authority. the following stipulations apply: 12.2 JYZ acknowledges to GGA that it has not relied on any oral or written representations made by or on behalf of GGA as a material inducement to enter into this agreement.

Execution This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart where on the same instrument.2.1 16.6 16. the parties must negotiate for a lawful stipulation or stipulations to replace that declared void or ineffective.2. and the parties must adjust the remaining stipulations of this agreement to achieve the purposes of this agreement as closely as possible to the original intention of the parties. .3 17.2. 16.2 that stipulation is taken to be removed from this agreement.

7 Executed as a Agreement By Gemini Global Advisors Limited ………………………………………… Representative Director By Jimmy Chow ………………………………………… .

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