Skystar Bio-Pharmaceutical Co Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 16th, 2014 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2014, between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT skystar bio-pharmaceutical company
Skystar Bio-Pharmaceutical Co • July 16th, 2014 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January __, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the one year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL CORP and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • November 28th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

The undersigned, Skystar Bio-Pharmaceutical Company., a company formed under the laws of Nevada (“Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

STRICTLY CONFIDENTIAL Weibing Lu Chairman of the Board Skystar Bio- Pharmaceutical Company 4/F Building B, Chuangye Square, No. 48 Keji Road Gaoxin District, Xi’an Province, P.R. China Dear Chairman Lu:
Letter Agreement • July 16th, 2014 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

This letter agreement (this “Agreement”) constitutes the agreement between Skystar Bio-Pharmaceutical Company (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) that Wainwright shall serve as the exclusive placement agent in a registered direct offering (“Offering”) of securities of the Company (“Securities”) during the Term (as defined below) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in conne

CONSULTING SERVICES AGREEMENT (English Translation)
Consulting Services Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software

This Consulting Services Agreement (this “Agreement”) is dated October 28, 2005, and is entered into in Xian, China between Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company incorporated under the laws of the Cayman Islands, located at Scptoa Center, 4th Floor, George Town, Grand Cayman, Cayman Islands, (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No 4, Suite 10601, Feng Hui Road, South, Jiezhuo Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075. Party A and Party B are referred to collectively in this Agreement as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 5th, 2007 • Skystar Bio-Pharmaceutical Co • Services-prepackaged software • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2007 (this "Agreement"), is made by and between SKYSTAR BIO-PHARMACEUTICAL COMPANY, a Nevada corporation with headquarters located at Rm. 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, P.R. China (the “Company”), and each entity named on a signature page hereto (each, an “Initial Investor”) (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Virgin Islands

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 5, 2008 by and between Weibing Lu, residing at ____________________________ (“Executive”), and Skystar Bio-Pharmaceutical Company a Nevada corporation having its principal office at Room 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, People’s Republic of China (the “Company”).

WARRANT AGREEMENT Skystar Bio-Pharmaceutical Company and Warrant Agent
Warrant Agreement • August 21st, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • California

THIS AGREEMENT dated as of [__________], 2008, between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the "Company"), and [__________], a transfer agency located in [__________] (the "Warrant Agent").

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...
Skystar Bio-Pharmaceutical Co • October 28th, 2008 • Pharmaceutical preparations • Nevada

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO , 2009 [ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, , 2013 [FIVE YEARS THE FROM DATE OF THE PROSPECTUS].

OPTION AGREEMENT (English Translation)
Option Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software

This Option Agreement (this “Agreement”) is entered into as of October 28, 2005 between and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a corporation organized under the laws of the Cayman Islands (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No. 4, Suite 10601, Feng Hui Road, South, Jiezhou Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075, Mr. Weibing Lu, chairman and shareholder of Party B (“Chairman”), and each of the shareholders of Party B listed on Appendix 1 of this Agreement (the “Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 5th, 2007 • Skystar Bio-Pharmaceutical Co • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of February 26, 2007 (this “Agreement”), is entered into by and between SKYSTAR BIO-PHARMACEUTICAL COMPANY, a Nevada corporation with headquarters located at Rm. 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, P.R. China (the “Company”), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer [each, an “Other Buyer”] under such agreement and the Transaction Agreements, as defined below, referred to therein).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2014 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of July 29, 2014 and by and between Bing Mei, an individual (“Executive”), and Skystar Bio-Pharmaceutical Company, a Nevada corporation having its principal office at 4/F Building B, Chuangye Square, No. 48 Keji Road, Gaoxin District, Xian, Shaanxi Province, People’s Republic of China (the “Company”).

UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL COMPANY and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • June 26th, 2009 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

The undersigned, Skystar Bio-Pharmaceutical Company, a company formed under the laws of Nevada (“Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Form of Representative’s Option Agreement
S Option Agreement • June 1st, 2010 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS THREE YEARS THE FROM DATE OF THE PROSPECTUS].

LOANOUT AGREEMENT
Loanout Agreement • June 2nd, 2009 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Nevada

This LOANOUT AGREEMENT (this “Agreement”), dated as of May 5, 2008 by and between Worldwide Officers, Inc. a California Corporation sole owned by Bennet P. Tchaikovsky and having its principal location of 6571 Morningside Drive, Huntington Beach, California 92648 (“Lender”), and Skystar Bio-Pharmaceutical Company a Nevada corporation having its principal office at Room 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, People’s Republic of China (the “Company”), for the services of Lender’s employee, Bennet P. Tchaikovsky (the “Executive”).

OPERATING AGREEMENT (English Translation)
Operating Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software

This Operating Agreement (this “Agreement”) is dated October 28, 2005 and is entered into between and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company organized under the laws of the Cayman Islands (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd. (“Party B”), a company with joint stock limited liability organized under the laws of the People’s Republic of China (“PRC”), with a registered address at No. 4, suite 10601, Feng Hui Road, South, Jiezhuo Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075, and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, Chairman and Shareholders are collectively referred to in this Agreement as the “Parties.”

UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL COMPANY and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • June 1st, 2010 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

The undersigned, Skystar Bio-Pharmaceutical Company, a company formed under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

English Translation) Cooperation Agreement
Cooperation Agreement • June 26th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

In order to combine the technology research capabilities of Party B and the management and sales capabilities of Party A, to promote the cooperation between research institutes and business enterprises, and to enhance the technology research capabilities of Party A, Party A and Party B, through friendly negotiations, enter into this agreement regarding the establishment of “Xi’an Veterinary Microorganism Research Center” (Temporary name, herein after as the “Research Center”) as follows:

SERVICES AGREEMENT
Services Agreement • March 31st, 2010 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Nevada

This SERVICES AGREEMENT (this “Agreement”), dated as of March 30, 2010, by and between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), and R. Scott Cramer, an individual, whose address is 1012 Lewis Drive Winter Park, Florida 32789-2225 (“Consultant”). The Company and the Consultant are collectively referred to herein as the “Parties.”

SERVICES AGREEMENT
Services Agreement • April 19th, 2010 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Nevada

This SERVICES AGREEMENT (this “Agreement”), dated as of April 16, 2010, by and between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), and R. Scott Cramer, an individual, whose address is 1012 Lewis Drive Winter Park, Florida 32789-2225 (the “Consultant”). The Company and the Consultant are collectively referred to herein as the “Parties.”

AGREEMENT TO TRANSFER OF OPERATING AGREEMENT
Agreement to Transfer of Operating Agreement • March 11th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

THIS AGREEMENT TO TRANSFER OF OPERATING AGREEMENT (this “Agreement”) is entered into as of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands (“Skystar Cayman”), Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China and a wholly foreign owned enterprise (“Sida”), Weibing Lu, chairman and shareholder of Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Tianxing”), certain shareholders of Tianxing (collectively with Weibing Lu, the “Shareholders”) who are signatories to that certain Operating Agreement dated as of October 28, 2005 (the “Operating Agreement”), and Skystar Bio-Pharmaceutical Company, a Nevada corporation (“Skystar”). Skystar Cayman, Sida and the Shareholders are collectively referred to as the “Parties”. Skystar is made a

Second Amendment to Share Exchange Agreement
Share Exchange Agreement • October 20th, 2005 • Cyber Group Network Corp • Services-prepackaged software

WHEREAS, the undersigned are parties to that certain Share Exchange Agreement entered into on September 20, 2005, as amended on September 22, 2005 (collectively referred to herein as the “Share Exchange Agreement”) entered into by and among the shareholders of Skystar Bio-Pharmaceutical Company, a Cayman Island Company (“Skystar”), listed on Schedule I attached (each, a “Skystar Shareholder,” collectively, the “Skystar Shareholders”), on the one hand; and The Cyber Group Network Corporation, a publicly traded Nevada corporation (OTCBB: CGPN.OB) (“CGPN”), R. Scott Cramer, an individual, Steve Lowe, an individual, David Wassung, an individual (all hereinafter referred to collectively as the “CGPN Shareholders”) on the other hand.

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EQUITY PLEDGE AGREEMENT (English Translation)
Equity Pledge Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated October 28, 2005, and is entered into between Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company with limited liability organized under the laws of the Cayman Islands (“Pledgee”), and each of the shareholders of Party B listed on Appendix 3 and the signature pages hereto (collectively, the “Pledgors”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd. (hereinafter “Xian Tianxing”), a company with joint stock limited liability registered in Xi’an, China. .

AMENDMENT, EXCHANGE AND WAIVER AGREEMENT
Amendment, Exchange and Waiver Agreement • December 11th, 2007 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

THIS AMENDMENT, EXCHANGE AND WAIVER AGREEMENT (this “Amendment”) is made and entered into this as of the 9th day of November, 2007, by and among Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), and the undersigned Buyers. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Securities Purchase Agreement, the Registration Rights Agreement, the Convertible Debentures and/or the Warrants (defined in the Recitals below).

AMENDMENT TO LOANOUT AGREEMENT
Loanout Agreement • May 27th, 2009 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Nevada

THIS AMENDMENT TO LOANOUT AGREEMENT (“Amendment”) is made and entered into as of May 26, 2009, by and between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), and Worldwide Officers, Inc. a California Corporation (the “Lender”). Capitalized terms used herein and undefined shall have the meanings set forth in that certain Loanout Agreement (defined in the Recitals below).

THIS WARRANT WILL BE VOID IF REDEEMED OR NOT EXERCISED PRIOR TO
Skystar Bio-Pharmaceutical Co • May 7th, 2008 • Pharmaceutical preparations

THIS CERTIFIES THAT, for value received [__________] is the registered holder of a Warrant or Warrants expiring [__________], 2012 or earlier upon redemption (the "Warrant") to purchase one-quarter (¼) of fully paid and non-assessable share of Common Stock, par value $0.001 per share ("Shares"), of Skystar Bio-Pharmaceutical Company, a Nevada corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company such number of Shares of the Company at the price of $[_____] per ¼ share (the “Warrant Price”), upon surrender of this Warrant Certificate accompanied by the annexed duly executed exercise form and payment of the Warrant Price at the office or agency of [__________] (the "Warrant Agent") (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent, and only if (i) a

AMENDMENT TO EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • March 11th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

THIS AMENDMENT TO EQUITY PLEDGE AGREEMENT (this “Amendment”) is entered into as of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands (“Skystar Cayman”), Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and a wholly foreign owned enterprise (“Sida”), Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Tianxing”), and those shareholders of Tianxing as set forth on the signature page (collectively “Pledgors”, and with Skystar Cayman, Sida and Tianxing collectively referred to as the “Parties”).

DESIGNATION AGREEMENT
Designation Agreement • March 11th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

THIS DESIGNATION AGREEMENT (this “Agreement”) is entered into as of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands (“Skystar Cayman”), Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China and a wholly foreign owned enterprise (“Sida”), Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Tianxing”), Weibing Lu, chairman and shareholder of Tianxing (“Chairman”), certain shareholders of Tianxing (the “Shareholders”) who are signatories to that certain Proxy Agreement dated as of October 28, 2005 (the “Proxy Agreement”), and Skystar Bio-Pharmaceutical Company, a Nevada corporation (“Skystar”). Skystar Cayman and Sida are collectively referred to as the “Parties”. Tianxing, Chairman, the Shareholders and Skystar are each made a party to

Technical Cooperation Agreement
Technical Cooperation Agreement • March 31st, 2010 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

Pursuant to the Contract Law of the People’s Republic of China, the Patent Law of the People’s Republic of China and other related laws and regulations, and based on Party A’s knowledge of Party B’s background of science and technology research, Party A and Party B hereby enter into the Technical Cooperation Agreement (the “Agreement”) on research and development project of aquaculture vaccine technology (the “Project”):

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • April 23rd, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • New York

THIS AMENDMENT AND WAIVER AGREEMENT (this “Amendment”) is made and entered into this as of the 31st day of March 2008, by and between Skystar Bio-Pharmaceutical Company, a Nevada corporation (the “Company”) on the one hand, [Names of Buyers] (collectively the “Buyers”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Securities Purchase Agreement, the Registration Rights Agreement, the Convertible Debentures, and the Transfer and Assignment Agreement (defined in the Recitals below).

AMENDMENT TO CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 11th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

THIS AMENDMENT TO CONSULTING SERVICES AGREEMENT (this “Amendment”) is entered into as of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands (“Skystar Cayman”), Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and a wholly foreign owned enterprise (“Sida”), Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Tianxing”), and Skystar Bio-Pharmaceutical Company, a Nevada corporation (“Skystar”). Skystar Cayman, Sida and Tianxing are collectively referred to as the “Parties”. Skystar is made a party to this Agreement for the sole purpose of acknowledging the Agreement.

English Translation) LEASE AGREEMENT
Lease Agreement • June 26th, 2008 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations

To promote the development of manufacturing, and encourage investment, the parties enter into this lease agreement after negotiation.

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2014 • Skystar Bio-Pharmaceutical Co • Pharmaceutical preparations • Virgin Islands

This EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of May 5, 2013 by and between Weibing Lu, residing at Suite F2-1002, Maple New City, Gaoxin District, Xi’an, Shaanxi Province, China (“ Executive ”), and Skystar Bio-Pharmaceutical Company a Nevada corporation having its principal office at 4/F Building B Chuangye Square, No. 48 Keji Road, Gaoxin District, Xi’an, Shaanxi Province, People’s Republic of China (the “ Company ”).

Attn: CEO Re: Restrictions on Share Transfers
Skystar Bio-Pharmaceutical Co • March 5th, 2007 • Services-prepackaged software

Reference is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of February 26, 2007, between Skystar Bio-Pharmaceutical Company (the “Company”) and each of the Buyers named therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

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