INVESTOR RIGHTS AGREEMENT dated as of January 3, 2017 among China Jo-Jo Drugstores, Inc., CARERETAIL HOLDINGS LIMITED and CERTAIN OTHER PARTIES NAMED HEREIN

Exhibit 10.2

CONFIDENTIAL

Execution Version

INVESTOR RIGHTS AGREEMENT

dated as of January 3, 2017

among

China Xx-Xx Drugstores, Inc.,

CARERETAIL HOLDINGS LIMITED

and

CERTAIN OTHER PARTIES NAMED HEREIN

TABLE OF CONTENTS

Article 1 DEFINITIONS

Section 1.01 Definitions	1
Section 1.02 Other Definitional and Interpretative Provisions	5

Article 2

CORPORATE GOVERNANCE

Section 2.01 Board Representation	6
Section 2.02 Investor Observer	7
Section 2.03 Expenses and Indemnification	7
Section 2.04 No Inconsistent Amendments	7
Section 2.05 Actions Requiring Consent by the Investor	7
Section 2.06 Action Requiring Consent by the Founder Parties	8

Article 3

RIGHT OF FIRST REFUSAL; TAG-ALONG RIGHTS; PREEMPTIVE RIGHTS; REGISTRATION RIGHTS

Section 3.01 General Transfer Restriction	9
Section 3.02 Right of First Refusal	9
Section 3.03 Tag-Along Rights	10
Section 3.04 Preemptive Rights	11
Section 3.05 Termination of Rights	12
Section 3.06 Registration Rights	12

Article 4

CERTAIN COVENANTS AND AGREEMENTS

Section 4.01 Additional Major Shareholders	13
Section 4.02 Conflicting Agreements	13
Section 4.03 Performance of Company Obligations	13
Section 4.04 Information Rights	13
Section 4.05 Mirror Share Ownership in the VIE	13

Article 5

MISCELLANEOUS

Section 5.01 Binding Effect; Assignability; Benefit	14
Section 5.02 Notices	14
Section 5.03 Severability	16
Section 5.04 Entire Agreement	16
Section 5.05 Counterparts	16
Section 5.06 Descriptive Headings	16
Section 5.07 Amendment; Termination	16
Section 5.08 Governing Law	16
Section 5.09 Arbitration	16
Section 5.10 Expenses	16
Section 5.11 Further Assurances	16

Schedules and Exhibits

Schedule 1 REGISTRATION RIGHTS	S-1
Exhibit A FORM OF JOINDER TO INVESTOR RIGHTS AGREEMENT	E-1

iii

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT, dated as of January 3, 2017 (this “Agreement”), among (1) China Xx-Xx Drugstores, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), (2) Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (杭州九洲大药房连锁有限公司), a company organized under the laws of the PRC (“Jiuzhou Grand Pharmacy” or the “VIE”), (3) Xxx Xxx (“Xx. Xxx”), (4) Xx Xx (“Ms. Qi,” and together with Xx. Xxx, the “Founders”), (5) Super Marvel Limited, a company incorporated under the laws of the British Virgin Islands (“Founders SPV,” and together with the Founders, the “Founder Parties”) and (6) CareRetail Holdings Limited, an exempt company organized under the laws of the Cayman Islands (the “Investor”).

W I T N E S S E T H:

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of January 3, 2017 (the “Investment Agreement”), between the Company and the Investor, the Investor has agreed to acquire certain Company Securities (as defined below); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Investment Agreement, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Investment Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1

DEFINITIONS

Section 1.01 Definitions. (a) As used in this Agreement, the following terms have the following meanings:

“Adverse Person” means such Persons that is either (i) a Person listed (during any of the three completed calendar years prior to the date of determination) in China Medicine Retail Company Top 100 (中国医药零售企业100强排名) published by the Ministry of Commerce of the PRC or (ii) a Person listed (during any of the three completed calendar years prior to the date of determination) in China Medicine Store Chains Comprehensive Capabilities Top 100 (中国连锁药店综合实力百强榜) published by the 21^st Century Medicine Store (21世纪药店), as well as any Associate or Subsidiary of such Persons in clauses (i) or (ii),

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Aggregate Ownership” means, with respect to any Person, the total number of Common Stock Equivalents which are, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, held by such Person (including any of its Permitted Transferees) as of the date of such calculation.

“Aggregate Ownership Percentage” means, with respect to the Investor, at the time of determination, the quotient (expressed as a percentage) obtained by dividing (i) the Aggregate Ownership held by the Investor by (ii) the Aggregate Ownership of all holders of Common Stock.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Articles and Bylaws” means the Articles of Incorporation and Bylaws of the Company in effect from time to time.

“Associate” means, with respect to any Person, any other Person (together with any individual, firm, corporation, partnership, trust and incorporated or unincorporated association controlling it, controlled by it or under the same control with it) which, directly or indirectly, through voting securities or contractual arrangements or otherwise, (i) holds or has the right to acquire 25% or more of the capital stock, either in terms of economic interests or voting power, of the Person specified; (ii) is the single largest shareholder of the Person specified, or (iii) has the power to appoint or nominate or designate at least one-third of the members of the board of directors (or other equivalent authority, as applicable) or one-third or more of the senior executive officers of the Person specified.

“Board” means the board of directors of the Company.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York, Hong Kong or the PRC are authorized or required by Applicable Law to close.

“Change of Control” means the occurrence of (i) the consummation of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any Person or group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Common Stock Equivalents or voting rights; (ii) the consummation of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any Person or group acquires the power to appoint and/or remove all or the majority of the members the Board, in each case whether obtained directly or indirectly, and whether obtained by ownership of capital, the possession of voting rights, contract or otherwise; (iii) any sale or disposition by the Company or any of its Subsidiaries, directly or indirectly, of all or substantially all of its assets; or (iv) an exclusive licensing of all or substantially all of the intellectual property of the Company or any of its Subsidiaries to any third party.

“Closing” means the consummation of the transactions contemplated by the Investment Agreement.

“Common Stock” means common stock, par value US$0.001 per share, in the share capital of the Company and any other security into which such Common Stock may hereafter be converted or changed.

“Common Stock Equivalents” means (i) with respect to Common Stock, the number of Common Stock and (ii) with respect to any Company Securities that are convertible into or exchangeable for Common Stock, the number of Common Stock issuable in respect of the conversion or exchange of such securities into Common Stock.

“Company Securities” means (i) Common Stock, (ii) Preferred Stock, (iii) securities convertible into or exchangeable for Common Stock or Preferred Stock, (iv) any options, warrants or other rights to acquire Common Stock or Preferred Stock and (v) any depository receipts or similar instruments issued in respect of Common Stock or Preferred Stock.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

“Governmental Authority” means any international, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Investor Nominee Shareholder” means such individual(s) as designated by the Investor to hold equity interests in the VIE.

“Onshore Restructuring” means the transfer of all operations and assets of Jiuzhou Grand Pharmacy, a variable interest entity controlled by the Company, to the Company and/or its designated wholly-owned Subsidiaries, subject to and conditional upon such terms as agreed to by the Company and the Purchaser.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Government Entity.

“PRC” means the People’s Republic of China, but, for the purposes of this Agreement, shall not include Hong Kong, the Macau Special Administrative Region or Taiwan.

“Preferred Stock” means preferred stock, par value US$0.001 per share, in the share capital of the Company and any other security into which such Preferred Stock may hereafter be converted or changed.

“Securities” means any shares, stocks, debentures, funds, bonds, notes or any rights, warrants, options or interests in respect of any of the foregoing or any other derivatives or instruments having similar economic effect.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholder” means at any time, any Person who is a record holder of Company Securities.

“Subsidiary” means, with respect to a Person, any entity of which a majority of the outstanding equity securities or other ownership interests representing a majority of the outstanding equity interests or otherwise having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person. For the avoidance of doubt, the Subsidiaries of the Company shall include any variable interest entity over which the Company or any of its Subsidiaries effects control pursuant to contractual arrangements and which is consolidated with the Company in accordance with generally accepted accounting principles applicable to the Company.

“Tag-Along Portion” means, for any Tag-Along Sale, the number of Company Securities (rounded to the nearest whole number) equal to (i) the Aggregate Ownership of the Investor immediately prior to such Tag-Along Sale multiplied by (ii) a fraction the numerator of which is the number of Company Securities proposed to be sold by the Tag-Along Seller in such Tag-Along Sale and the denominator of which is the Aggregate Ownership of the Tag-Along Seller immediately prior to such Tag-Along Sale.

“Third Party” means, with respect to a proposed Transfer of Company Securities by a Person, any Person who is not a Permitted Transferee of such Person.

“Transaction Documents” mean this Agreement, the Investment Agreement, and each of the other agreements and documents entered into or delivered by the parties hereto in connection with the transactions contemplated by the Investment Agreement.

“Transfer” means, with respect to any Company Securities, (i) when used as a verb, to, directly or indirectly, sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction or a transfer of ownership or beneficial interests in a direct or indirect holder of such Company Securities), or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

“U.S.” means the United States of America.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Cause	Section 2.01(d)
Company	Preamble
Exercise Notice	Section 3.04(b)
Founder Parties	Preamble, Preamble
Founders	Preamble
Founders SPV	Preamble

HKIAC	Section 5.09
Investment Agreement	Recitals
Investor	Preamble
Investor Director	Section 2.01(a)
Investor Observer	Section 2.02
Issuance Notice	Section 3.04(a)
Xx. Xxx	Preamble, Preamble
Ms. Qi	Preamble
Offer	Section 3.02(a)
Offer Notice	Section 3.02(a)
Offer Period	Section 3.02(b)
Offer Price	Section 3.02(a)
Offered Securities	Section 3.02(a)
Offeree	Section 3.02(a)
Permitted Transferee	Section 4.01
ROFR Offer	Section 3.02(b)
ROFR Seller	Section 3.02(a)
Rules	Section 5.09
Subject Securities	Section 3.04(a)
Subscriber	Section 3.04(a)
Tag-Along Notice	Section 3.03(a)
Tag-Along Response Notice	Section 3.03(b)
Tag-Along Right	Section 3.03(b)
Tag-Along Sale	Section 3.03(a)
Tag-Along Seller	Section 3.03(a)

Section 1.02 Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Clauses, Annexes, Exhibits and Schedules are to Articles, Sections, Clauses, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “dollars” or “$” shall refer to U.S. dollars. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Article 2

CORPORATE GOVERNANCE

Section 2.01 Board Representation. (a) The Investor shall be entitled to designate at least one (1) director to the Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly cause and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Articles and Bylaws and appointing such Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Investor Director, and (v) in the case of the Founder Parties, vote for electing the Investor Director to the Board in any meeting of Shareholders to elect director(s).

(b) In the event of the death, disability, retirement, removal or resignation of the Investor Director (or any other vacancy created by removal thereof), the Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall cause the Board to appoint such individual to the Board (who shall, following such appointment, be the Investor Director for purposes of this Agreement). Each Founder Party shall take any required actions to cause and otherwise agrees not to take any action to prevent any such appointment.

(c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use best efforts to ensure that the Investor Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Articles and Bylaws and any Applicable Law, and the Founder Parties shall vote for, and not take any action to prevent, the re-appointment of such Investor Director to the Board.

(d) Each of the Founder Parties agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

(e) The Investor shall be entitled to nominate and appoint the same or similar proportion of directors to the boards of directors of Jiuzhou Grand Pharmacy, Zhejiang Jiuxin Medicine Co., Ltd. (浙江九欣医药有限公司) and all other Subsidiaries (that are material operating entities of the Company) as the Investor is entitled to appoint to the Board, so far as it is permitted by Applicable Law.

Section 2.02 Investor Observer. If at any time the Investor Director is not a member of any committee of the Board (including without limitation, the audit committee, the compensation committee and the nominating and corporate governance committee), the Investor shall be entitled to appoint the Investor Director as a non-voting observer to any such committee of the Board (acting in such capacity, the “Investor Observer”). The Investor Observer shall be entitled to attend all meetings of, observe all deliberations of, and receive copies of materials provided to, any such committees, provided that such Investor Observer shall have no voting rights with respect to actions taken or elected not to be taken by any such committees.

Section 2.03 Expenses and Indemnification. The Company agrees to reimburse the Investor Director for all reasonable out-of-pocket expenses incurred in connection with the performance of his or her services as an Investor Director, including without limitation reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof, to the same extent as other members of the Board, and the Company shall indemnify and hold harmless the Investor Director under indemnification arrangements and director and officer insurance coverage equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Company or to which all non-employee directors of the Company are entitled to receive.

Section 2.04 No Inconsistent Amendments. For so long as the Investor has the right to designate an Investor Director, the Company shall not amend its Articles and Bylaws in any manner (or take any similar action), and the Founder Parties agree not to take any action, that would adversely affect in any material respect the Investor’s rights under this ‎Article 2 or the Company’s ability to comply with its obligations under this ‎Article 2.

Section 2.05 Actions Requiring Consent by the Investor. Notwithstanding anything in this Agreement to the contrary, without the prior written approval of the Investor, to the extent permitted by Applicable Law, (x) the Company shall not take, and shall cause each of its Subsidiaries not to take, any action (including any action by its board of directors or any committee thereof or any action at a meeting of their shareholders or otherwise) with respect to, (y) each of the Founder Parties shall not vote any of their Company Securities or execute proxies or written consents, as the case may be, in favor of (as applicable), and (z) each Founder Party (with respect to ‎(c), ‎(d), ‎Error! Reference source not found. and (m) below only) shall not take any action with respect to, the entry into, engagement or participation in, any of the following matters:

(a) any Change of Control with, involving or to any Adverse Person;

(b) any authorization, designation or issuance of Preferred Stock, any issuance of Company Securities to any Adverse Person, any issuance of any equity securities by any Subsidiary of the Company or any sale or transfer of any equity securities of any Subsidiary of the Company;

(c) any Transfer (other than Transfers that are open market transactions) of any Company Securities held or beneficially owned by any Founder Party to an Adverse Person;

(d) any Transfer of any equity securities held or beneficially owned by the Company or any Founder Party in any Subsidiary of the Company, directly or indirectly, to an Adverse Person;

(e) any adoption, amendment or repeal of any provision of the articles of incorporation, bylaws, memorandum and articles of association or other equivalent constitutional document of the Company or any of the Subsidiaries of the Company;

(f) any purchase or disposition of the business or assets of the Company or of any of the Subsidiaries of the Company in excess of US$500,000 individually or in the aggregate in a twelve (12)-month period;

(g) any transaction, in excess of US$500,000 individually or in the aggregate in a twelve (12)-month period, between (A) the Company or any of the Subsidiaries of the Company and (B) the Company’s or any of its Subsidiaries’ shareholders, directors, officers, employees, or other insiders, or any Founder, or any of the foregoing Persons’ family members or Affiliates;

(h) entry into any agreement by the Company, any of the Subsidiaries of the Company (including without limitation the VIE) or any of the Founder Parties in relation to the Onshore Restructuring;

(i) declare or pay any dividend on, or make any distributions relating to, any Company Securities or redeem, purchase or acquire for value any Company Securities, other than purchases, redemptions or other acquisitions of such Company Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(j) distribute (by way of dividend, share distribution, exchange, redemption, recapitalization or similar transaction) securities of any entity holding a significant portion of the assets and business of the Company or any of its Subsidiaries, including by way of spin-off, split-off or other distribution transaction;

(k) enter into, or permit any Subsidiary of the Company to enter into, any agreement, or any modification or amendment to an existing agreement, which, in the absence of a default under such agreement, would by its terms prevent the Company from fully performing its obligations under this Agreement;

(l) incur any indebtedness in excess of US$2,000,000 individually or in the aggregate in a twelve (12)-month period, except as permitted under the terms of any credit facility then in place, renewing existing credit facilities in similar terms, or as provided in the Company’s annual business plan; or

(m) approve, authorize or enter into any agreement with respect to any of the foregoing.

Section 2.06 Action Requiring Consent by the Founder Parties. Notwithstanding anything in this Agreement to the contrary, without the prior written approval of the Founder Parties, to the extent permitted by Applicable Law, the Investor shall not Transfer any Company Securities held or beneficially owned by it to an Adverse Person; provided that the foregoing restriction on Transfer in this Section 2.06 shall not apply to open market transactions.

Article 3

RIGHT OF FIRST REFUSAL; TAG-ALONG RIGHTS; PREEMPTIVE RIGHTS; REGISTRATION RIGHTS

Section 3.01 General Transfer Restriction. Each Founder Party agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with applicable law and the terms and conditions of this Agreement (including for the avoidance of doubt the provisions of ‎Section 3.02 and ‎Section 3.03). Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent or registrar not to, give any effect in the Company’s share register or equivalent documents to such attempted Transfer, and no party hereto, including the Company, shall otherwise recognize any such Transfer, sale or issuance or change in beneficial ownership of the Company. Each Founder Party further agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding any Company Securities indirectly through another Person (including a holding company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Company Securities by any such Person (including a holding company), or otherwise.

Section 3.02 Right of First Refusal.

(a) If, any Founder Party receives from or otherwise negotiates with a Third Party an offer to purchase any or all of the Company Securities owned or held by such Founder Party (an “Offer”) and such Founder Party (the “ROFR Seller”) intends to pursue the Transfer of such Company Securities to such Third Party, such ROFR Seller shall give notice (an “Offer Notice”) to the Investor (the “Offeree”), that such ROFR Seller desires to accept the Offer and that sets forth the number and kind of Company Securities (the “Offered Securities”), the price per share that such ROFR Seller proposes to be paid for such Offered Securities (the “Offer Price”) and all other material terms and conditions of the Offer.

(b) The giving of an Offer Notice to the Offeree shall constitute an offer by such ROFR Seller to Transfer all or any part of the Offered Securities to the Offeree at the Offer Price and on the other terms set forth in the Offer Notice (the “ROFR Offer”). Such ROFR Offer shall be irrevocable for twenty (20) Business Days after receipt of such Offer Notice by the Offeree (“Offer Period”). The Offeree shall have the right to accept such ROFR Offer within the Offer Period by giving an irrevocable notice of acceptance to such ROFR Seller. If the Offer Notice specifies (i) a form of consideration other than cash, a cash equivalent or a promissory note, the ROFR Offer may be accepted by the Offeree for a payment, in lieu of such form of consideration, of cash in an amount equal to the fair market value of such consideration and (ii) a form of consideration consisting of a promissory note, the promissory note of the Offeree shall be deemed the equivalent of the promissory note specified in the Offer Notice. If the Offeree fails to notify the ROFR Seller prior to the expiration of the Offer Period, it shall be deemed to have declined the ROFR Offer.

(c) If the Offeree elects to purchase any of the Offered Securities, the Offeree shall purchase and pay, by wire transfer of immediately available funds to an account designated by the ROFR Seller, for all Offered Securities within twenty (20) Business Days after the date on which all such Offered Securities have been accepted; provided that, if the Transfer of such Offered Securities is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional ninety (90) days without the consent of the ROFR Seller.

(d) Upon the earlier to occur of (i) rejection (or deemed rejection) of the ROFR Offer in full by the Offeree and (ii) the failure to obtain any required consent or regulatory approval for the purchase of the Offered Securities to be purchased by the Offeree within the time period specified above, the ROFR Seller shall, subject to ‎Section 3.03, have a 60-day period during which to effect a Transfer to the Third Party making the Offer of any or all of the Offered Securities on substantially the same or more favorable (as to the ROFR Seller) terms and conditions as were set forth in the Offer Notice at a price not less than the Offer Price; provided that (i) such Third Party shall have agreed in writing to be bound by the terms of this Agreement and (ii) the Transfer to such Third Party is not in violation of applicable federal, state or foreign securities laws. If the ROFR Seller does not consummate the Transfer of the Offered Securities in accordance with the foregoing time limitation, then the right of the ROFR Seller to Transfer such Offered Securities shall terminate and the ROFR Seller shall again comply with the procedures set forth in this Section with respect to any proposed Transfer of Company Securities to a Third Party.

Section 3.03 Tag-Along Rights.

(a) If any Founder Party proposes to Transfer any Company Securities in a number that is equal to or exceeds ten percent (10%) of the Company Securities held by all Founder Parties (the “Tag-Along Seller”, and such transaction, a “Tag-Along Sale”), the Tag-Along Seller shall provide the Investor with written notice (the “Tag-Along Notice”) of the number and class of Company Securities proposed to be sold by the Tag-Along Seller, the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of such proposed Transfer, and shall offer the Investor the opportunity to participate in such Transfer in accordance with this Section.

(b) Upon receipt of a Tag-Along Notice, the Investor shall have the right (a “Tag-Along Right”), exercisable by written notice (a “Tag-Along Response Notice”) given to the Tag-Along Seller within a period of time equal to the Offer Period, to request that the Tag-Along Seller include in the proposed Transfer up to a number of Company Securities representing the Investor’s Tag-Along Portion; provided that, in the event such proposed Transfer represents or would result in a Change of Control, the Investor shall have the right to include all (100%) of its Company Securities in such proposed Transfer. Each Tag-Along Response Notice shall include wire transfer or other instructions for payment to the Investor of any consideration for the Company Securities being transferred in such Tag-Along Sale. If at the end of the exercise period, the Investor shall not have elected to participate in the Tag-Along Sale, the Investor shall be deemed to have waived its Tag-Along Right with respect to such Tag-Along Sale.

(c) If the Tag-Along Seller has not completed the Transfer of all Company Securities proposed to be sold by the Tag-Along Seller and the Investor on the same terms and conditions set forth in the Tag-Along Notice within 90 days of receipt of the Tag-Along Response Notice, all the restrictions on sale contained in this Agreement or otherwise applicable at such time with respect to such Company Securities shall continue in effect.

(d) With respect to any Tag-Along Sale in which the Investor has elected to participate, the Investor shall only be required to (i) make customary representations and warranties with respect to its ownership of the Company Securities being Transferred in the Tag-Along Sale and its ability to legally convey title thereto (for the avoidance of doubt, the Investor shall not be required to make any other representations or warranties), (ii) provide an indemnity with respect to the representations and warranties that are provided by the Investor pursuant to clause ‎(i) above, which indemnity shall be limited to no more than the Investor’s amount of proceeds actually received by the Investor in the Tag-Along Sale; (iii) make such covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed sale, (iv) bear the Investor’s proportionate share of any escrows, holdbacks, indemnities or adjustments in purchase price related to the indemnities that are provided by the Investor pursuant to clause ‎(ii) above, and (v) pay its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with any consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of the Tag-Along Seller and the Investor and such expenses are not otherwise paid by the Company or another Person, provided that that the Investor shall not be obligated to pay for any expenses incurred in connection with any Tag-Along Sale that is not consummated.

(e) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Investor thereof, (ii) remit, or cause to be remitted, to the Investor the total consideration for the Company Securities of the Investor sold pursuant thereto less the Investor’s pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with Section 3.03(d), with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the Tag-Along Response Notice and (iii) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Investor. To the extent the Person that acquired the Investor’s Company Securities pursuant to the Tag-Along Sale has not remitted the consideration payable to the Investor upon the consummation of the Tag-Along Sale or remitted any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price, the Tag-Along Seller shall take all actions reasonably within its control to cause the Person that acquired the Investor’s Company Securities pursuant to the Tag-Along Sale to promptly remit any such consideration payable to the Investor upon consummation of the Tag-Along Sale and promptly remit any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price.

Section 3.04 Preemptive Rights. (a) Subject to ‎Section 3.04(e), the Company shall, or shall cause its Subsidiaries, as the case may be, to give the Investor notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities (together, “Subject Securities”) at least twenty (20) Business Days prior to the proposed issuance date. The Issuance Notice shall specify the price at which such Subject Securities are to be issued, the Person to which the Subject Securities shall be issued (the “Subscriber”) and the other material terms of the issuance. Subject to ‎Section 3.04(e), the Investor shall be entitled to purchase up to an amount equal to its Aggregate Ownership Percentage (determined immediately before giving effect to the issuance) multiplied by the Subject Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice.

(b) The Investor may elect to purchase any or all of the amount equal to its Aggregate Ownership Percentage multiplied by the Subject Securities specified in the Issuance Notice by delivering written notice to the Company (each, an “Exercise Notice”) of its election to purchase such Subject Securities within ten (10) Business Days following receipt of the Issuance Notice, specifying the number (or amount) of Subject Securities to be purchased by the Investor and shall constitute exercise by the Investor of its rights under this Section and a binding agreement of the Investor to purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of Subject Securities specified in the Exercise Notice. If, at the termination of such 10-Business-Day period, the Investor shall not have delivered an Exercise Notice to the Company, the Investor shall be deemed to have waived all of its rights under this ‎Section 3.04 with respect to the purchase of such Subject Securities.

(c) The Company or the applicable Subsidiary of the Company, as the case may be, shall have sixty (60) days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Subject Securities that the Investor has not elected to purchase to the Subscriber at the price and upon terms that are not less favorable to the Company or such Subsidiary, as the case may be, than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 60-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than ninety (90) days from the date of the Issuance Notice. If the Company or the applicable Subsidiary of the Company, as the case may be, proposes to issue any such Subject Securities after such 60-day (or 90-day) period, it shall again comply with the procedures set forth in this ‎Section 3.04.

(d) At the consummation of the issuance of such Subject Securities, the Company shall issue upon the written request of the Investor, certificates representing the Subject Securities to be purchased by the Investor registered in the name of the Investor, against payment by the Investor of the purchase price for such Subject Securities in accordance with the terms and conditions as specified in the Issuance Notice.

(e) Notwithstanding the foregoing, the Investor shall not be entitled to purchase Subject Securities as contemplated by this ‎Section 3.04 in connection with any grant of options, restricted shares, performance units or the issuance of any Subject Securities pursuant to the exercise of share options, restricted shares or performance units granted (whether prior to, on or after the date of this Agreement), pursuant to any duly approved equity compensation, share purchase or share option plans of the Company in effect from time to time established for the purpose of retaining and compensating employees, consultants, directors and other service providers of the Company.

Section 3.05 Termination of Rights. In the event that, any time after the date hereof, (i) the Aggregate Investor Ownership Percentage is less than 10% and (ii) the Investor has Transferred to third part(y)(ies) over 50% of the Company Securities purchased by the Investor pursuant to Investment Agreement, the Investor’s and the Founder Parties’ rights under ‎ Section 2.01, Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 3.02, ‎Section 3.03 and ‎Section 3.04 shall automatically terminate and be of no further force and effect. Notwithstanding the foregoing, in the event the Aggregate Investor Ownership Percentage is less than 5%, the Investor’s rights under Section 2.01, Section 2.02, Section 2.03 and Section 2.04 shall automatically terminate and be of no further force and effect.

Section 3.06 Registration Rights. The Investor shall have the rights, and the Company shall have the obligations, set forth in Schedule 1 hereto, provided that the rights of the Investor under Clauses ‎3, ‎4 and ‎5 of Schedule 1 shall (i) not be exercised until the first day of the seventh months from the Closing and (ii) terminate and be of no further force and effect at the earlier of (x) the fifth anniversary of the date hereof and (y) such time at which all Registrable Securities held by the Investor (and any Associate of the Investor with whom the Investor must aggregate its sales under Rule 144 of the Securities Act) proposed to be sold may be sold under Rule 144 of the Securities Act in any ninety (90)-day period without registration in compliance with Rule 144 of the Securities Act.

Article 4

CERTAIN COVENANTS AND AGREEMENTS

Section 4.01 Additional Major Shareholders. The Investor agrees to cause any Affiliate to which it has validly Transferred any Company Securities on or after the date of this Agreement in compliance with the terms of this Agreement (and who is not a party hereto) to execute and deliver to the Company and each other party hereto, a Joinder Agreement in the form of Exhibit A hereto (each such Transferee, a “Permitted Transferee”).

Section 4.02 Conflicting Agreements. The Company and each Founder Party agrees that it shall not (i) enter into any agreement or arrangement of any kind with any Person with respect to any Company Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of the Investor under this Agreement or (ii) act, for any reason, as a member of a group or in concert with any other Person in connection with the transfer or voting of its Company Securities in any manner that is inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of the Investor under this Agreement.

Section 4.03 Performance of Company Obligations. Without limitation of any provision of this Agreement, the Founder Parties shall take all reasonably necessary actions to cause the Company to perform and comply with its obligations under this Agreement.

Section 4.04 Information Rights.

(a) The Company shall afford the Investor and its directors, officers, employees, auditors and advisors, upon reasonable notice, reasonable access to the offices, properties and books and records and management of the Company and its Subsidiaries; provided, however, that any such access shall be conducted at the Investor’s expense, during normal business hours and in such a manner as not to interfere with the normal operations of the Company or its Subsidiaries.

Section 4.05 Mirror Share Ownership in the VIE.

(a) In the event that the Onshore Restructuring has not been completed to the reasonable satisfaction of the Investor within twelve (12) months after the date hereof and when requested in writing by the Investor, the Company, the VIE and the Founder Parties shall promptly procure (i) the acquisition of such percentage of the total equity interest of Jiuzhou Grand Pharmacy as equal to the Aggregate Ownership Percentage, by the Investor Nominee Shareholder, for nominal consideration, (ii) the filing and registration in any required Governmental Authority for the change of the shareholders of Jiuzhou Grand Pharmacy recording the Investor Nominee Shareholder as the shareholder of Jiuzhou Grand Pharmacy holding such percentage of the total equity interest of Jiuzhou Grand Pharmacy as equal to the Aggregate Ownership Percentage, (iii) the execution of the restated controlling documents by all parties thereto, which restated controlling documents shall be prepared by the Investor, to the reasonable satisfaction of the Company, and (iv) the filing of the aforementioned restated controlling documents in any required Governmental Authority.

(b) In the event that, any time after the date hereof, (i) the Aggregate Investor Ownership Percentage is less than 10% and (ii) the Investor has Transferred to third part(y)(ies) over 50% of the Company Securities purchased by the Investor pursuant to Investment Agreement, the Investor’s rights under ‎Section 4.05 shall automatically terminate and be of no further force and effect.

Article 5

MISCELLANEOUS

Section 5.01 Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party without the prior written consent of the other parties hereto; provided that except as otherwise specified herein, the Investor may assign any right, remedy, obligation or liability arising under this Agreement or by reason hereof to any of its Affiliates that executes and delivers to each party hereto a Joinder Agreement in the form of Exhibit A hereto.

(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 5.02 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to the Company, to:

China Xx-Xx Drugstores, Inc.

Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd.

(杭州九洲大药房连锁有限公司)
0xx Xxxxx, Xxxxxxx Xxxxx, Xx. 00,

Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx

People’s Republic of China

Zip Code: 310002
Attention: Xxx Xxx, c/o: Xxxx Xxxx

Facsimile: 0571-88219579
E-mail: xx.xxxxxx@000.xxx; xxxxx.xxxx@xxxxxxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

Xxxxx Xxxxxxx LLP
0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxx Xxxx, Esq.
Facsimile: 000-000-0000
E-mail: xxxxx@xxxxxxxxxxxx.xxx

if to any Founder Party, to:

Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd.

(杭州九洲大药房连锁有限公司)

0xx Xxxxx, Xxxxxxx Xxxxx, Xx. 00,

Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx

People’s Republic of China

Zip Code: 310002
Attention: Mr. Xxx Xxx, Ms. Xx Xx

Facsimile: 0571-88219579
E-mail: xx.xxxxxx@000.xxx

if to the Investor, to

CareRetail Holdings Limited
Suite 1608, One Exchange Square,

0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx
Attention: Dai Feng
Facsimile: x000-0000 0000
E-mail: xxx@xxxxxxxxxxxxxxxxxxx.xxx

with copies (which shall not constitute notice) to:

Xxxxx@xxxxxxxxxxxx.xxx; and

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
42/F, Edinburgh Tower, The Landmark
00 Xxxxx’x Xxxx Xxxxxxx
Xxxx Xxxx
Attention: Z. Xxxxx Xxx
Facsimile: x000.0000.0000
E-mail: xxxxx.xxx@xxxxxxx.xxx

or such other address or facsimile number as the parties may hereafter specify by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.03 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.04 Entire Agreement. This Agreement and the other Transaction Documents constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 5.05 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.

Section 5.06 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 5.07 Amendment; Termination. (a) The provisions of this Agreement may be amended or modified only upon the prior written consent of all parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(b) This Agreement shall terminate and be of no further force and effect upon the Investor and its Affiliates ceasing to own any Company Securities acquire; provided that the provisions of this Article shall survive any termination of this Agreement.

Section 5.08 Governing Law. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating hereto, shall be governed by and construed in accordance with the law of the State of New York.

Section 5.09 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including, but not limited to, any question regarding the breach, termination or invalidity thereof shall be finally resolved by arbitration in Hong Kong in accordance with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”) in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration shall be in Hong Kong and the language to be used shall be English. Any arbitration award shall be (i) in writing and shall contain the reasons for the decision, (ii) final and binding on the parties hereto and (iii) enforceable in any court of competent jurisdiction, and the parties hereto agree to be bound thereby and to act accordingly.

Section 5.10 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

Section 5.11 Further Assurances. From time to time following the date hereof, the parties hereto shall execute and deliver such other instruments of assignment, transfer and delivery and shall take such other actions as any other party hereto reasonably may request in order to consummate, complete and carry out the transactions contemplated by this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	China Xx-Xx Drugstores, Inc.

	By:	/s/ Xxx Xxx
		Name: Xxx Xxx
		Title: Chief Executive Officer

	CARERETAIL HOLDINGS LIMITED

	By:	/s/ Dai Feng
		Name: Dai Feng
		Title: Director

	XXX XXX

	/s/ Xxx Xxx

	XX XX

	/s/ Xx Xx

	SUPER MARVEL LIMITED

	By:	/s/ Xxx Xxx
		Name: Xxx Xxx
		Title: Director

[Signature Page to Investor Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	HANGZHOU JIUZHOU GRAND PHARMACY CHAIN CO., LTD.

	杭州九洲大药房连锁有限公司

	By:	/s/ Xxx Xxx
		Name: Xxx Xxx
		Title: Director

	Company Chop:

	Company Chop Affixed

[Signature Page to Investor Rights Agreement]

Schedule 1

REGISTRATION RIGHTS

Applicability of Rights. The Investor shall be entitled to the following rights with respect to any potential public offering of Common Securities in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Company Securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list such Company Securities for trading on a recognized securities exchange. References to “Clauses” herein are to Clauses of this Schedule 1.

Definitions. For purposes of this Schedule 1:

(a)

Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

(b)

Registrable Securities. The term “Registrable Securities” means: (1) the Company Securities acquired by the Investor pursuant to the Investment Agreement; (2) any Company Securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any Company Securities described in clause ‎(1) of this subsection (1); and (3) any other Company Securities of the Company owned or hereafter acquired by the Investor. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Schedule 1 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.

(c)

Form S-3 and Form F-3. The terms “Form S-3” and “Form F-3” mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(d)

SEC. The term “SEC” means the U.S. Securities and Exchange Commission.

Demand Registration.

(a)

Request by Investor. If the Company shall receive a written request from the Investor that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Clause ‎3, then the Company shall use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Investor request to be registered, subject only to the limitations of this Clause ‎3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Clause ‎3 or Clause ‎5, or in which the Investor had an opportunity to participate pursuant to Clause ‎4, other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to all or any portion of the Registrable Securities the Investor requested be included in such registration) pursuant to Clause 4(b).

S-1

(b)

Underwriting. If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, then it shall so advise the Company as a part of its request made pursuant to this Clause. In such event, the right of the Investor to include its Registrable Securities in such registration shall be conditional upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Investor and reasonably acceptable to the Company. Notwithstanding any other provision of this Clause, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise the Investor, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other Securities are first entirely excluded from the underwriting and registration. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

(c)

Maximum Number of Demand Registrations. The Company shall be obligated to effect three (3) such demand registrations for the Investor.

(d)

Deferral. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Clause:

(i)

during the period starting with the date sixty (60) Business Days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) Business Days following the effective date of, a Company-initiated registration subject to Clause ‎4 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

S-2

(ii)

if the Investor proposes to dispose of Registrable Securities that may be registered on Form S-3 or Form F-3 pursuant to Clause ‎5 hereof; or

(iii)

if the Company shall furnish to the Investor a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Investor; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any of its Securities during such twelve (12) month period other than its Securities offered to its directors, officers, employees and consultants pursuant to its equity incentive plan. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

(e)

Expenses. All expenses incurred in connection with any registration pursuant to this Clause, including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company including reasonable expenses of one legal counsel for the Investor (but excluding underwriters’ discounts and commissions relating to shares sold by the Investor) not exceeding US$50,000, shall be borne by the Company. The Investor shall bear all discounts, commissions or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Investor.

Piggyback Registrations. The Company shall notify the Investor in writing at least twenty (20) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of Securities of the Company (including, but not limited to, registration statements relating to secondary offerings of Securities of the Company, but excluding registration statements relating to any registration under Clause ‎3 or Clause ‎5 or to any employee benefit plan or a corporate reorganization) and will afford the Investor an opportunity to include in such registration statement all or any part of the Registrable Securities then held by the Investor. The Investor shall within twelve (12) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Investor wishes to include in such registration statement. If the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its Securities, all upon the terms and conditions set forth herein.

	(a)	Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Clause prior to the effectiveness of such registration whether or not the Investor has elected to include Securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Clause ‎4(c) hereof.

S-3

(b)

Underwriting. If a registration statement under which the Company gives notice under this Clause is for an underwritten offering, then the Company shall so advise the Investor. In such event, the right of the Investor to be included in a registration pursuant to this Clause shall be conditional upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude up to seventy percent (70%) of the Registrable Securities from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, second, to the Investor; and third, to holders of other Securities of the Company, provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, the Founders and any other person who is an employee, officer, consultant or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)

Expenses. All expenses incurred in connection with a registration pursuant to this Clause (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Investor), including, without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable expenses of one legal counsel for the Investor not exceeding US$50,000, shall be borne by the Company.

(d)

Not Demand Registration. Registration pursuant to this Clause shall not be deemed to be a demand registration as described in Clause ‎3 above. Except as otherwise provided herein, there shall be a maximum of two (2) times the Investor may request registration of Registrable Securities under this Clause ‎4 during any twelve-month period.

S-4

Form S-3 or Form F-3 Registration. In case the Company shall receive from the Investor a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the Investor, then the Company will:

(a)

Registration. As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Investor’s Registrable Securities as are specified in such request; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Clause:

(i)

if Form S-3 or Form F-3 is not available for such offering by the Investor;

(ii)

if the Company shall furnish to the Investor a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during any twelve month period for a period of not more than ninety (90) days after receipt of the request of the Investor under this Clause 5; provided that the Company shall not register any of its other Securities during such ninety (90) day period; or

(iii)

if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations under the Securities Act other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to all or any portion of the Registrable Securities the Investor requested be included in such registration) pursuant to the provisions of Clause 3(b) or Clause ‎4(b).

(b)

Expenses. The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Clause (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold by the Investor), including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable expenses of one legal counsel for the Investor.

(c)

Not Demand Registration. Form S-3 or Form F-3 registrations shall not be deemed to be demand registrations as described in Clause ‎3 above. Except as otherwise provided herein, there shall be a maximum of two (2) times the Investor may request registration of Registrable Securities under this Clause 5 during any twelve-month period.

Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

	(a)	Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than sixty (60) days.

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(b)

Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)

Prospectuses. Furnish to the Investor such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.

(d)

Blue Sky. Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e)

Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. The Investor participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f)

Notification. Notify the Investor at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

	(g)	Opinion and Comfort Letter. Furnish, at the request of the Investor, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the Investor, addressed to the underwriters, if any, and to the Investor and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Investor, addressed to the underwriters, if any, and to the Investor.

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(h)

Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Clause ‎3 or 5 if the registration request is subsequently withdrawn at the request of the Investor (in which case the Investor shall bear such expenses), unless, in the case of a registration requested under Clause 3, the Investor agrees to forfeit such right to demand registration pursuant to Clause ‎3; provided further, however, that if at the time of such withdrawal, the Investor has learnt of a material adverse change in the condition, business, or prospects of the Company not known to the Investor at the time of its request for such registration and have withdrawn its request for registration with reasonable promptness after learning of such material adverse change, then the Investor shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Clause ‎3.

Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Schedule 1 with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities. In connection therewith, the Investor shall be required to represent and warrant to the Company that all such information which is given in writing expressly for inclusion in such registration is true and accurate in all material respects.

No Registration Rights to Third Parties. Without the prior consent of the Investor, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form S-3 or Form F-3 registration rights described in this Schedule 1, or otherwise) relating to any Securities of the Company, other than rights that are subordinate in right to the Investor.

Assignment. The registration rights under this Schedule 1 may be transferred or assigned by the Investor to any transferee or assignee of its Company Securities representing five percent (5%) or more of the issued share capital of the Company.

10.

Re-sale Rights. The Company shall at its own cost use its best efforts to assist the Investor in the sale or disposition of, and to enable the Investor to sell under Rule 144 promulgated under the Securities Act the maximum number of, its Registrable Securities, including without limitation (a) the prompt delivery of applicable instruction letters to the Company’s transfer agent to remove legends from the Investor’s share certificates, (b) causing the prompt delivery of appropriate legal opinions from the Company’s counsel in forms reasonably satisfactory to the Investor’s counsel, (c) if the Company has depository receipts listed or traded on any exchange or inter-dealer quotation system, (i) the prompt delivery of instruction letters to the Company’s share registrar and depository agent to convert the Investor’s securities into depository receipts or similar instruments to be deposited in the Investor’s brokerage account(s), (ii) the prompt payment of all costs and fees related to such depositary facility, including conversion fees and maintenance fees for Registrable Securities held by the Investor and (iii) taking any and all other steps necessary to facilitate the conversion into depository receipts or similar instruments. The Company acknowledges that time is of the essence with respect to its obligations under this Clause, and that any delay will cause the Investor irreparable harm and constitutes a material breach of its obligations under this Agreement.

11.

Rule 144 Reporting. The Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as the Investor owns any Registrable Securities, to furnish to the Investor promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or its qualification as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as the Investor may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 or Form F-3.

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Exhibit A

FORM OF JOINDER TO INVESTOR RIGHTS AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Investor Rights Agreement dated as of January 3, 2017 (as amended, restated or otherwise modified from time to time, the “Investor Rights Agreement”) among China Xx-Xx Drugstores, Inc., Xxx Xxx, Xx Xx, Super Marvel Limited and CareRetail Holdings Limited. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Investor Rights Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Investor Rights Agreement as of the date hereof and shall have all of the rights and obligations of Investor thereunder as if it had executed the Investor Rights Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Investor Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: _________________ ____, _________

	[NAME OF JOINING PARTY]

	By:
		Name:
		Title:

	Address, fax number and email for notices:

E-1

Accepted and Agreed:

[OTHER PARTIES TO INVESTOR RIGHTS AGREEMENT AT THE TIME JOINDER AGREEMENT IS EXECUTED]

By:
	Name:
	Title:

E-2

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INVESTOR RIGHTS AGREEMENT dated as of January 3, 2017 among China Jo-Jo Drugstores, Inc., CARERETAIL HOLDINGS LIMITED and CERTAIN OTHER PARTIES NAMED HEREIN

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