Liquid Capital Loan AgreementCapital Loan Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Due to its production and operation needs, Party A apply for a loan from Party B and Party B agrees to make a loan to Party A. To specify the parties’ rights and obligations and in accordance with Contract Law and other laws and regulations, Party A and Party B entered into this agreement after negotiation.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 6.8098% of the total shares. Party A is willing to transfer its 6.8098% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Translation of Individual Loan/ Security Contract Industrial and Commercial Bank of China Guangxi Branch No. B: Gejing Zi Liuzhou Branch Longcheng Sub- branch Year 2007 No.4 Borrower: Tang Huitian Lender: Liuzhou City Longcheng Sub-branch of...China BCT Pharmacy Group, Inc. • May 27th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Special Reminder: Prior to signing this contract, the Borrower and the security provider shall carefully read all provisions of this contract; please pay special attention to the part in black letter. If you have any questions or any part that you do not understand, please promptly consult the Lender and professionals. Once this contract is executed, it is deemed that each party understands and agrees all provisions of this contract.
Loan agreemnt and pledge agreementAnd Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
SHARE EXCHANGE AGREEMENT by and among PURDEN LAKE RESOURCE CORP., a Delaware Company and INGENIOUS PARAGON GLOBAL LIMITED, a British Virgin Islands Company and SHAREHOLDERS OF INGENIOUS PARAGON GLOBAL LIMITED LISTED ON EXHIBIT A Dated as of December...Share Exchange Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 23, 2009, is by and among Purden Lake Resource Corp., a Delaware corporation (“Purden Lake”), Ingenious Paragon Global Limited, a British Virgin Islands company (“Ingenious”), and the shareholders of Ingenious identified on Exhibit A hereto (together referred to herein as the “Ingenious Shareholders,” each an “Ingenious Shareholder”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
Loan agreement and pledge agreementLoan Agreement and Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
CO-PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Co-Placement Agent Agreement (the "Agreement") is entered into by and among Ingenious Paragon Global Limited, a company organized under the laws of the British Virgin Islands ("Ingenious"), Forever Well Asia Pacific Limited, a Hong Kong company and the wholly owned subsidiary of Ingenious ("Forever Well"). Guangxi Liuzhou Baicaotang Medicine Limited, a company organized under the laws of the PRC ("BCT"). Hefeng Pharmaceutical Company Ltd. ("Hefeng"). and Guangxi Liuzhou Baicaotang Medicine Retail Limited ("Retail")(each of Ingenious, Forever Well, BCT, Hefeng and Retail shall be referred to individually as a "BCT Company" and, as the "Company"). Purden Lake Resource Corp., a Delaware corporation ("Pubco"). May Davis Partners, LLC ("May Davis") and American Capital Partners LLC ("ACP"). May Davis and ACP shall be referred to herein individually as a "Co-Placement Agent" and collectively herein as the "Co-Placement Agents".
Loan agreement and pledge agreementLoan Agreement and Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Shares Pledge AgreementShares Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
AMENDMENT NO. 1 TO EARN-IN AGREEMENTEarn-in Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
This Amendment No. 1 (“Amendment No. 1”) to the EARN-IN AGREEMENT (the “Agreement”) is entered into as of May 19, 2010 (the “Effective Date”), between and among (i) Zhang Xiao Yan, a Hong Kong individual (the “Seller”); and (ii) the signatories to this Agreement indicated as “Buyers,” Tang Hui Tian, Jiang You Ru, Liu Chun Lin, Wei Wen De, Wang Bang Fu, Zhao Ming An, Zhang Qing Qiu, Yang Xiao Jian, Meng Yuan Gang, Jiang Qi Feng, He Wen Heng, Liu Gong Chun, Jia Jun Wen, Tan Yu Jing, Li Jing Hua, Ye Yuan Jian each an individual citizen of the People’s Republic of China (collectively, the “Buyers”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement. As effective of this amendment, all previous earn-in agreements entered into are automatically ceased being effective.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 2.6483% of the total shares. Party A is willing to transfer its 2.6483% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Shares Repurchase AgreementShares Repurchase Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Confirmation AgreementConfirmation Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party B signed the "Personal loan / Guarantee contract"(2007,No.004 ) with Industrial and Commercial Bank of China Co., Ltd. Liuzhou Branch ,Longcheng Sub-Branch (hereinafter referred to as ICBC Longcheng sub-branch) on February 8 th 2007. The loan agreement amount of RMB1,600,000 yuan ,term of the agreement for 96 months, and the repayment of the loan principal and interest on a monthly basis equal to repay the loan principal and interest way. Party C to provide a property as collateral.
Amended and Restated Shares Pledge AgreementShares Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 1.6349% of the total shares. Party A is willing to transfer its 1.6349% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Confirmation AgreementConfirmation Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party B signed the "Personal loan / Guarantee contract"(2007,No.005) with Industrial and Commercial Bank of China Co., Ltd. Liuzhou Branch ,Longcheng Sub-Branch (hereinafter referred to as ICBC Longcheng sub-branch) on February 12 th 2007. The loan agreement amount of RMB1,800,000 yuan ,term of the agreement for 96 months, and the repayment of the loan principal and interest on a monthly basis equal to repay the loan principal and interest way. Party C to provide a property as collateral.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 2.5399% of the total shares. Party A is willing to transfer its 2.5399% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 2.5515% of the total shares. Party A is willing to transfer its 2.5515% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Proxy AgreementProxy Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT dated this 21s1 day of October 2009, by and among PURDEN LAKE RESOURCE CORP., a Delaware corporation (the "Company"), having an address at 7 Ashland Road, Caldwell, New Jersey 07006, MAY DAVIS PARTNERS, LLC, a Delaware limited liability company, registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. ("May Davis"), having an address at 800 Third Avenue, 9th Floor, New York, New York 10022, AMERICAN CAPITAL PARTNERS, LLC, a New York limited liability company, registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. ("American Capital" and, together with May Davis, collectively, the "Placement Agents"), having an address at 205 Oser Avenue, Hauppauge, New York 11788, and SIGNATURE BANK (the "Escrow Agent"), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All terms not herein defined shall have the meaning ascribed to them in the Company's Confidential Private
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 0.87% of the total shares. Party A is willing to transfer its 0.87% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Amended and Restated Shares Pledge AgreementChina BCT Pharmacy Group, Inc. • May 27th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 4% of the total shares. Party A is willing to transfer its 4% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 0.8809% of the total shares. Party A is willing to transfer its 0.8809% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 10.8971% of the total shares. Party A is willing to transfer its 10.8971% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
LOCKUP AGREEMENTLockup Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This AGREEMENT (the "Agreement") is made as of the 23rd day of December, 2009, by the undersigned (the "Holder"), in connection with ownership of shares of Purden Lake Resource Corporation, a Delaware corporation (the "Company").
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 4.7319% of the total shares. Party A is willing to transfer its 4.7319% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
