TRANSACTION MANAGEMENT AGREEMENT

This Transaction Management ("Agreement") is made as of the 9th day of May, 2011 (“Effective Date”) by and between AmerAsia Capital Group LLC (the “Transaction Manager”), a Delaware Limited Liability Company, with principal office at 244 Fifth Avenue, 2nd Floor, Suite S217, New York, NY 10001 and Actinium Pharmaceuticals Inc. (the “Company”) a Delaware corporation, with principal office at 391 Lafayette Street, Newark, NJ 07105.

 

WHEREAS, Transaction Manager has experience in, among other matters, corporate structuring and reverse mergers and acquisitions; and

 

WHEREAS, the Company is desirous of retaining Transaction Manager to provide consulting services (the “Services”) to the Company related to: (i) a possible reverse merger or similar transaction between the Company and a corporation whose securities are publicly traded in the United States or other jurisdiction mutually agreed between API and Placement Agent (“Pubco”), (ii) the  quotation (a “Public Quotation”) of the Company’s securities for purchase and sale on a U.S. quotation service or (iii) any filing with an applicable regulatory body which will result in the Company becoming an entity whose securities are traded on a public exchange in the U.S. or other mutually agreed upon jurisdiction (any of the foregoing, a “Pubco Transaction”).  , and Transaction Manager is willing to provide such Services to the Company, all on and subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and terms contained in this Agreement, and for good and valuable consideration, the Company and Transaction Manager agree as follows:

 

Notwithstanding the above exercise schedule, all warrants issued/issuable to the Transaction Manager shall be immediately exercisable in the event the Company enters into an agreement for a transaction in which it can be deemed to have:

 

The Company agrees to pay all costs of collection, including, reasonable attorney's fees as and when incurred, in the case that any payments due here-in-under are not paid in a timely manner, or in case it becomes necessary to protect the interests hereof, whether suit be brought or not.

1) If the Company does not receive at least one initial bona fide term sheet from a Pubco for a Pubco Transaction within 6 months after the closing of the Bridge Financing, 100% of the Warrants may be redeemed;

2) If the Company does not receive a final bona fide term mutually agreeable term sheet for a Pubco Transaction within eight months after closing of the Bridge Financing fifty percent of the Warrants may be redeemed; and,

3)  If the Pubco Filing Documents are not filed within ten months from the closing of the Bridge Financing, twenty-five percent of the Warrants may be redeemed.

 

The above schedule is contingent upon the Company providing the Transaction Manager and legal or other advisors required for the Pubco Transaction with documentation required to complete on a timely basis the Super 8-K or other documents required to be filed with the SEC or other regulatory body including acceptable audited financials, all within two months after the closing of the Bridge Financing.  If such documentation is delayed or causes delays in the filing of the Pubco Filing Documents, other than due to the gross negligence or willful acts or omissions of Transaction Manager, the above redemption schedule will be extended by a period commensurate with the delay in providing such documentation.  The Company’s right to redemption of the Warrants will expire should the Company decide during the term of this Agreement not to complete a Pubco Transaction on an appropriate stock exchange (which unless mutually agreed upon by the Client and Transaction Manager shall be a U.S. stock exchange and no less than the OTC BB) with an entity introduced to Company by Transaction Manager  which must, among other criteria, be fully reporting, have no material liabilities or contingent liabilities, be DTC eligible, have no mature or unmatured rescission rights, has not been late in any SEC filing for the last one (1) year, and is in good standing it its place of incorporation and on such other terms and conditions (including normal and customary due diligence) reasonably satisfactory to Company .  The Warrants shall not be exercisable unless the Bridge Financing has been completed by December, 31, 2011, and if not completed by such date the Warrants shall be cancelled by their terms unless otherwise mutually agreed by the parties.