REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2009 • Sinocom Pharmaceutical, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2009, by and among Sinocom Pharmaceutical, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
VOTING AGREEMENTVoting Agreement • December 8th, 2009 • Sinocom Pharmaceutical, Inc. • Blank checks • New York
THIS VOTING AGREEMENT is made and entered into as of this 3rd day of December, 2009, by and among Sinocom Pharmaceutical, Inc., a Nevada corporation (the Company), DBS Nominees (Private) Limited, a limited private company incorporated in Singapore (the Lead Investor) and each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (Series A Preferred Stock) listed on Schedule 1 (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Clause 5.1 below, the Investors) and those certain stockholders of the Company listed on Schedule 2 (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Shareholders” pursuant to Clause 5.1 below, the Key Shareholders, and together collectively with the Investors, the Stockholders).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 8th, 2009 • Sinocom Pharmaceutical, Inc. • Blank checks • New York
This Investors’ Rights Agreement (this Agreement) is made as of December 3, 2009, by and among Sinocom Pharmaceutical, Inc., a Nevada corporation (the Company) the individuals and entities listed on Exhibit A attached hereto (each, an Investor, and collectively, the Investors) and the individuals and entities listed on Exhibit B attached hereto (each, a Key Shareholder, and collectively, the Key Shareholders). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2009 • Sinocom Pharmaceutical, Inc. • Blank checks • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 3, 2009 between Sinocom Pharmaceutical, Inc., a Nevada corporation (the “Company”), and Stanley Leung (“Indemnitee”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 30th, 2009 • Sinocom Pharmaceutical, Inc. • Blank checks • New York
This Series A Preferred Stock Purchase Agreement (this Agreement) is made as of October 28, 2009, by and among Sinocom Pharmaceutical, Inc., a Nevada corporation (the Company), Mr. Chi Kwong Wan, Mr. Xuexiang Ai and Eastern Wealthy International Invest Limited, a British Virgin Islands limited company (each a Key Shareholder and collectively the Key Shareholders), DBS Nominees (Private) Limited, a limited private company incorporated in Singapore (the Lead Investor) and each of the persons and entities listed on the Schedule of Investors on Schedule 2.1 (together with the Lead Investor, the Investors). The Company and the Key Shareholders are hereinafter collectively referred to as the Company Parties.
December 3, 2009 Mr. WAN CHI KWONG and Mr. AI XUEXIANG as Key Shareholders, ROLLING RHINE HOLDINGS LTD. and CHINA ZHONGXI YAO GROUP LIMITED as Subsidiary Guarantors DBS NOMINEES (PRIVATE) LIMITED and SEAVI ADVENT EQUITY V (A) LTD as BeneficiariesSinocom Pharmaceutical, Inc. • December 8th, 2009 • Blank checks • New York
ROLLING RHINE HOLDINGS LTD., a British Virgin Islands corporation and wholly-owned subsidiary of the Company (as defined below) (Rolling Rhine), CHINA ZHONGXI YAO GROUP LIMITED, a Hong Kong corporation and wholly-owned subsidiary of Rolling Rhine (China Zhongxi Yao Group) and each future direct and indirect subsidiary of the Company (the Additional Subsidiaries and together with Rolling Rhine and China Zhongxi Yao Group, the Subsidiary Guarantors);
