China SXT Pharmaceuticals, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 16, 2019, is by and among China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2019, is by and among China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2025, between China SXT Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

ORDINARY SHARE PURCHASE WARRANT CHINA SXT PHARMACEUTICALS, INC.
Ordinary Share Purchase Warrant • June 16th, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __[ investor’s Name]__________ 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 May 16, 2025 and on or prior to 5:00 p.m. (New York City time) on May 15, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA SXT PHARMACEUTICALS, INC., a BVI business company incorporated and registered in the British Virgin Islands with limited liability (the “Company”), up to ____________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary share with no par value, of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

securities purchase agreement
Securities Purchase Agreement • May 14th, 2024 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of December 13, 2023, is entered into by and between China SXT Pharmaceuticals, Inc., a British Virgin Islands corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 28th, 2023 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February 22, 2023 by and among China SXT Pharmaceuticals, Inc., a British Virgin Islands company, (the “Company”), and the entity which affixed its signature on the signature page of this Agreement (the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 16th, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2025, between CHINA SXT PHARMACEUTICALS, INC., a BVI business company incorporated and registered in the British Virgin Islands with limited liability (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...
Purchase Warrant Agreement • April 20th, 2018 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PURCHASE WARRANT IS EXERCISABLE FROM THE DATE OF ISSUANCE. VOID AFTER 5:00 P.M., EASTERN TIME, [●] [ DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 21st, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2019, by and among China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”) and the investor signatory hereto (the “Investor”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2022 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 31, 2022, (the “Effective Date”), by and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Xiaodong Pan, an individual (the “Chief Financial Officer (CFO)”). Except with respect to the direct employment of the CFO by the Company, the term “Company” as used herein with respect to all obligations of the CFO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2017 • China SXT Pharmaceuticals, Inc. • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 4, 2017 (the “Effective Date”), by and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Feng Zhou, an individual (the “Chief Executive Officer (CEO)”). Except with respect to the direct employment of the CEO by the Company, the term “Company” as used herein with respect to all obligations of the CEO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

SHAREHOLDER PLEDGE AGREEMENT
Shareholder Pledge Agreement • April 17th, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of April __, 2019, made by Feng Zhou Management Limited, a British Virgin Islands company wholly owned by Feng Zhou with the address at Sertus Chambers PO Box 905 Quisticky Building Road Town Tortola British Virgin Islands (collectively, the “Pledgor”), China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”) and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • January 21st, 2022 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January 18, 2022 (the “Issuance Date”) is between China SXT Pharmaceuticals, Inc., a British Virgin Islands corporation (the “Company”), and TranShare Corporation (the “Warrant Agent”).

CHINA SXT PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2022 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, China SXT Pharmaceuticals, Inc., a British Virgin Islands corporation, (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 13th, 2026 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of January 9, 2026, between China SXT Pharmaceuticals, Inc., a BVI business company incorporated in the British Virgin Islands with company number 1949664 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

UNDERWRITING AGREEMENT between CHINA SXT PHARMACEUTICALS, INC. (the “Company”) and BOUSTEAD SECURITIES, LLC As Representative of the Underwriters (the “Representative”) CHINA SXT PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 17th, 2018 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, China SXT Pharmaceuticals, Inc., a British Virgin Islands corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale by the Company, through the Underwriter, on a best efforts basis, (the “Offering”) of a minimum of two million five hundred thousand (2,500,000) ordinary shares of the Company and a maximum of three million seven hundred and fifty thousand (3,750,000) ordinary shares of the Company (the “Placement Shares”), par value US$0.001 per share at an anticipated offering price of $4.00 per share per share for gross offering proceeds of $10,000,000 (based on a minimum offering) and $15,000,000 (based on a maximum offering), respectiv

CHINA SXT PHARMACEUTICALS, INC. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities
Indenture • February 2nd, 2021 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [●], 20[●], among China SXT Pharmaceuticals, Inc., a British Virgin Islands corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).

MASTER NETTING AGREEMENT
Master Netting Agreement • June 21st, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

MASTER NETTING AGREEMENT (the “Agreement”), dated as of May 2, 2019, by and among China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).

VOTING RIGHTS PROXY AGREEMENT
Voting Rights Proxy Agreement • February 28th, 2023 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Virgin Islands

This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of February 22, 2023 (“Effective Date”), by and between Rising Sun Capital Pty., Ltd., a limited liability company organized under the laws of Australia, (the “Shareholder”) and Feng Zhou Management Limited (“Zhou”). The Shareholder and Zhou are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • August 17th, 2018 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this [__] day of [_____] 2018, by and among CHINA SXT PHARMACEUTICALS, INC., a British Virgin Islands company (the “Company”), having an address at 178 Taidong Rd North, Taizhou Jiangsu, China, Boustead Securities, LLC (the “Underwriter”), having an address at 6 Venture, Suite 325, Irvine CA 92618, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Ave, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated [______], 2018,including all attachments, schedules and exhibits thereto (the “Prospectus”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 4th, 2026 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2026, between China SXT Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

CHINA SXT PHARMACEUTICALS, INC. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities
Indenture • October 22nd, 2024 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [●], 20[●], among China SXT Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • March 19th, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Warrant Exchange Agreement (this “Agreement”) between China SXT Pharmaceuticals, Inc. (the “Company”) and the undersigned hereto (each, a “Holder”, collectively, the “Holders”; together with the Company, the “Parties” and, each, a “Party”) is dated March 13, 2025. Capitalized terms that are not defined herein shall have the meanings as set forth in the Existing Warrants (as defined below).

CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • March 23rd, 2023 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah

This Note carries an OID of $126,666.67 all of which amount is fully earned as of the Effective Date and included in the initial principal balance. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), which amount will be deducted from the amount funded. The purchase price for this Note shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,126,666.67 original principal balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.

CHINA SXT PHARMACEUTICALS, INC. Jiangsu, China
Director Offer Letter • January 23rd, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

CHINA SXT PHARMACEUTICALS, INC., a British Virgin Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2017 • China SXT Pharmaceuticals, Inc. • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 4, 2017 (the “Effective Date”), by and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Jing Zhen Deng, an individual (the “Significant Employee”). Except with respect to the direct employment of the Significant Employee by the Company, the term “Company” as used herein with respect to all obligations of the Significant Employee hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

Huangshan Panjie Investment Fund LLP Limited Partnership Admission Agreement
Limited Partnership Admission Agreement • August 19th, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations

This agreement was signed by and among the following parties on June 10, 2019 at Huangshan High-tech Industrial Development Zone (former Huangshan Economic Development Zone), Anhui, China:

EMPLOYMENT AGREEMENT
Employment Agreement • January 23rd, 2025 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ] (the “Effective Date”), by and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Simon Lim Sze Beng, an individual (the “Co-Chief Executive Officer (Co-CEO)”). Except with respect to the direct employment of the Co-CEO by the Company, the term “Company” as used herein with respect to all obligations of the Co-CEO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

ORDINARY SHARE PURCHASE WARRANT China SXT Pharmaceuticals, Inc.
Ordinary Share Agreement • May 4th, 2026 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS ORDINARY SHARE 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 5-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from China SXT Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), up to [______] Class A ordinary shares1 (the “Ordinary Shares” and as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • December 4th, 2017 • China SXT Pharmaceuticals, Inc.

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 13, 2017 in Taizhou, the People’s Republic of China (“China” or the “PRC”):

PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT CHINA SXT PHARMACEUTICALS, INC.
Pre-Funded Ordinary Share Purchase Warrant • January 13th, 2026 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED ORDINARY SHARE 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 the Issuance Date (such date, the “Initial Exercise Date”) and until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from China SXT Pharmaceuticals, Inc., a BVI business company incorporated in the British Virgin Islands (the “Company”), up to [___] class A ordinary shares (the “Warrant Shares”), no par value per share, of the Company (“Ordinary Shares”), subject to adjustment hereunder. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sales Contract
Sales Contract • December 4th, 2017 • China SXT Pharmaceuticals, Inc.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 3rd, 2019 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations

This AMENDMENT NO. 1, dated as of May 2, 2019 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of April 16, 2019, by and among China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands with offices located at 178 Taidong Rd North, Taizhou, Jiangsu, China (the “Company”), and the investors signatory thereto (including, the undersigned investor (the “Investor”)). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.

SETTLEMENT AGREEMENT
Settlement Agreement • January 28th, 2021 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Settlement Agreement is dated January 18, 2021 (the “Settlement Agreement”), by and between China SXT Pharmaceuticals, Inc. (the “Company”), a British Virgin Islands company, FT Global Capital, Inc. (“FT”), a Georgia company (each, a “Party”, collectively, “Parties”).

VOTING RIGHTS PROXY AGREEMENT
Voting Rights Proxy Agreement • September 27th, 2022 • China SXT Pharmaceuticals, Inc. • Pharmaceutical preparations • Virgin Islands

This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of [ ], 2022 (“Effective Date”), by and between Zhijun Xiao (the “Shareholder”) and Hao Xia (“Xia”). The Shareholder and Xia are each referred to in this Agreement as a “Party” and collectively as the “Parties.”