THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Underwriter’s Warrant • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of China Yongxin Pharmaceuticals, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [__________], 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of [__________] shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of January __, 2010, among Collateral Agents, LLC, a Delaware Limited Liability Company (the “Collateral Agent”), and the parties identified on Schedule 1 hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and guaranteed by each of the entities identified on Schedule 2 hereto (each a “Guarantor” and together with Parent, each a “Debtor” and collectively, “Debtors”), on or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
STOCK PLEDGE AGREEMENT (this “Agreement”), dated January 22, 2010 by and among ________________________________________ (“Pledgor”); the subscribers who are parties to a certain Subscription Agreement among China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and such Subscribers identified on Schedule I hereto (each a “Pledgee”); and Collateral Agents, LLC, a Delaware Limited Liability Company (“Collateral Agent”) on behalf of Pledgees;
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 22, 2010, by and between China Yongxin Pharmaceuticals, Inc. (formerly FreePCSQuote), a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).
Summary English Translation Real Estate Lease AgreementReal Estate Lease Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Summary English Translation Framework AgreementChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement is entered into by and between Party A and Party B in connection with acquisition of Party A’s properties based upon the principle of equality.
FORM OF SUBSIDIARY GUARANTYSubsidiary Guaranty • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-KChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
There was only one executed Leakout Agreement dated January 15, 2010. The Leakout Agreement was executed by and between the Company and Mr. Umesh Patel for 2,638,099 shares of the Company’s common stock.
Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-KChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
The Amended and Restated Lock Up Agreement dated May 3, 2010 are substantially identical in all material respects except as to the holder and the number of locked up shares.
Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-KChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
The Amended and Restated Subsidiary Guaranty Agreement dated May 3, 2010 are substantially identical in all material respects except as to the guarantors.
English Summary Translation Loan AgreementLoan Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
SECURITY AGREEMENTSecurity Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-KChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
The Subsidiary Guaranty Agreements dated January 22, 2010 are substantially identical in all material respects except as to the guarantors.
LEAKOUT AGREEMENTLeakout Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AGREEMENT (the “Agreement”) is made as of the __ day of January 2010, by the undersigned (“Holder”), in connection with his, her or its ownership of shares of China Yongxin Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
CORPORATE COMMUNICATIONS CONSULTING AGREEMENTConsulting Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Utah
By virtue of this Engagement subject to both parties being in compliance with the Terms and Conditions contained herein, Michael Southworth, an individual residing at 2638 North Chestnut Circle, Mesa, Arizona 85213 (the “Consultant”) shall undertake to provide to China Yongxin Pharmaceuticals, Inc., a Delaware corporation having an office at 927 Canada Court, City of Industry, California 91748 (the “Company”);
Schedule prepared in accordance with Instruction 2 to Item 601 of Regulation S-KChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
There was only one executed Collateral Agent Agreement dated January 22, 2010. The Collateral Agent Agreement was executed by and between the Company and Collateral Agents, LLC (the “Collateral Agent”).
Summary English Translation Framework AgreementFramework Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement is entered into by and between Party A and Party B in connection with consolidation of Party B’s company based upon the principle of equality.
Amendment No. 2 to the Acknowledgment and Amendment Letter and the Original AgreementOriginal Agreement • August 3rd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS AMENDMENT NO. 2 (the “Amendment No. 2”) TO THE AMENDMENT NO. 1, ACKNOWLEDGMENT AND AMENDMENT LETTER AND THE ORIGINAL AGREEMENT (as defined below), is dated as of July 23, 2010, by and between China Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Seller”) and PmMaster Beijing Software Co., Ltd (the “Purchaser”) (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Stock Purchase Agreement by and between the Seller and Purchaser on March 1, 2010 (the “Original Agreement”) and/or in the Acknowledgment and Amendment Letter and Amendment No.1 (as defined below). Subject to the modifications and amendments provided herein, all other terms of the Original Agreement shall remain in full force and effect.
Summary English Translations) Exclusive Distribution AgreementsChina Yongxin Pharmaceuticals Inc. • August 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Pursuant to the Agreement, the Company will purchase Ejiao from the Supplier and distribute the product in Jilin Province. The parties agreed on a minimum quantity of the product in the Company’s inventory. The Company must guarantee that it will purchase the product from the Supplier in three days whenever its inventory falls below the minimum quantity. The Company is entitled to commission of 3% of the total sales.
