RECITALS:Agreement and Plan of Merger • January 30th, 2004 • Freepcsquote Com • Communications services, nec • California
ARTICLE 2 EXERCISENutradyne, Inc. • November 26th, 2007 • Services-prepackaged software • California
ARTICLE IEmployment Agreement • August 17th, 2004 • Digital Learning • Communications services, nec • California
W I T N E S S E T H:Share Exchange Agreement • April 15th, 2008 • Nutradyne Group, Inc. • Services-prepackaged software
exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this 1st day of January 2003, by and between FreePCSQuote.com, Inc., a Nevada corporation (the "Company"), and Eric Borgeson, an individual ("Executive"). RECITALS A....Employment Agreement • June 2nd, 2003 • Freepcsquote Com • Communications services, nec • Nevada
EXHIBIT 10.1 CONVERTIBLE LOAN AGREEMENT DATED AS OF FEBRUARY 27, 2004 BY AND AMONG DIGITAL LEARNING INSTITUTE, INC. AS BORROWER FREEPCSQUOTE.COM, INC. TO BE RENAMED DIGITAL LEARNING MANAGEMENT CORPORATION AS GUARANTORConvertible Loan Agreement • March 11th, 2004 • Freepcsquote Com • Communications services, nec • Texas
RECITALSAgreement • November 26th, 2007 • Nutradyne, Inc. • Services-prepackaged software • California
CHINA YONGXIN PHARMACEUTICALS, INC. UNDERWRITER WARRANT [__________] shares of Common StockUnderwriter Warrant • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This UNDERWRITER 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.
AGREEMENT FOR PURCHASE AND SALE OF STOCK This Agreement for Purchase and Sale of Stock (this "Agreement") is made as of January 13, 2004, at Torrance, California, by and among Digital Learning Institute, Inc., ("Buyer"), a Delaware Corporation, having...Agreement for Purchase and Sale of Stock • November 22nd, 2004 • Digital Learning • Communications services, nec • California
CHINA YONGXIN PHARMACEUTICALS INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 2nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of ____________, 20__ (the “Grant Date”), is between China Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the China Yongxin Pharmaceuticals Inc. 2010 Equity Incentive Plan (the “Plan”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 26th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January ___, 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”).
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.
ESCROW AGREEMENTEscrow Agreement • May 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Agreement is dated as of the ___ day of May, 2010 among China Yongxin Pharmaceuticals Inc., a Delaware corporation (the "Company"), the subscribers listed on Schedule I hereto (“Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
MANAGEMENT AND OPERATIONS AGREEMENT BACKGROUND Whereas Digital Learning Management Corporation ("DLMC) is a Corporation which provides post secondary adult education to the public; Whereas Global Computer Systems, Inc. ("Global"), is a corporation...Management and Operations Agreement • September 3rd, 2004 • Digital Learning • Communications services, nec
CHINA YONGXIN PHARMACEUTICALS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 2nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ______, 20__ (the “Grant Date”), is between China Yongxin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the China Yongxin Pharmaceuticals, Inc. 2010 EQUITY INCENTIVE PLAN (the “Plan”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • November 4th, 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”).
MODIFICATION AND CONSENT AGREEMENTModification and Consent Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Modification and Consent Agreement is made as of the ____ day of May, 2010 (“Agreement”) among China Yongxin Pharmaceuticals Inc. (formerly Digital Learning Management Corporation, Nutradyne Group, Inc. and FreePCSQuote), a Delaware corporation (the “Company”), the signatories hereto who are subscribers (“Prior Subscribers”) under certain Subscription Agreements and additional transaction agreements with the Company dated January 22, 2010 and March 4, 2010 (“Subscription Agreements”) and as amended pursuant to the Joinder Agreement dated March 4, 2010 and the subscribers to the Third Closing (as defined below) (each a “Third Closing Subscriber” and collectively the “Third Closing Subscribers”) (collectively Prior Subscribers and Third Closing Subscribers are “Subscribers”).
ENTRUSTMENT AGREEMENTEntrustment Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on May 17, 2010 by and between Mr. LIU, Yongxin, Mr. LIU, Yongkui (collectively, “Party A”), and Changchun Yongxin Dirui Medical Co., Ltd. (“Party B”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 4th, 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;
THE SHARES ACQUIRABLE UNDER THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT...China Yongxin Pharmaceuticals Inc. • November 4th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries • California
Right to Purchase __________ shares of Common Stock of China Yongxin Pharmaceuticals Inc. (subject to adjustment as provided herein)
SUBSCRIPTION AGREEMENTSubscription Agreement • November 4th, 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”).
English Translation) Real Estate Lease AgreementReal Estate Lease Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
AMENDED AND RESTATED LOCKUP AGREEMENTAmended and Restated Lockup Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AMENDED AND RESTATED LOCKUP AGREEMENT (the "Agreement") is made as of the ____ day of May, 2010, by ______________ ("Holder"), maintaining an address at c/o China Yongxin Pharmaceuticals Inc., 927 Canada Court, City of Industry, CA 91748, Attn: Yongxin Liu, CEO, facsimile: (626) 581-9138, in connection with his ownership of shares of China Yongxin Pharmaceuticals Inc., a Delaware corporation (the "Company").
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
Distribution Agreement for 2010Distribution Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Loan Agreement (English Translation)Loan Agreement • November 22nd, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The lender (Party A) and borrower (Party B) are entering into this loan agreement providing for a loan from Party A to Party B on the following terms which have been reached through negotiation:
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.
SECURITY AGREEMENTSecurity Agreement • January 26th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Amendment to the Acknowledgment and Amendment Letter and the Original AgreementOriginal Agreement • May 21st, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS AMENDMENT (the “Amendment”) TO THE ACKNOWLEDGMENT AND AMENDMENT LETTER AND THE ORIGINAL AGREEMENT (both as defined below), is dated as of May 19, 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 (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 Translation Equity Transfer Agreement Of Jilin Province Yongxin Chain Drugstore Ltd.China Yongxin Pharmaceuticals Inc. • June 9th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Party A hereby agrees to transfer the part of its equity interests of RMB 650,000 among total equity interests of RMB 2,500,000 (100%) held by Party A to Party B.
AGREEMENT TO SETTLE OUTSTANDING DISPUTES BETWEEN DLMC/GLOBAL AND MACK MAHMOODDigital Learning • June 13th, 2005 • Communications services, nec
This Agreement is made between Mack Mahmood and (hereafter referred to as “Mack”), and Digital Learning Management Corporation and Global Computer Systems, Inc., (hereafter referred to as “DLMC or GLOBAL or Company” as the context requires).In consideration of the promises hereafter set forth, both Mack and DLMC agree as follows:
Equity Transfer Agreement Of Jilin Province Yongxin Chain Drugstore Ltd. (English Translation)Equity Transfer Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A, who is holding an amount of RMB 2,500,000 equity interest or 100% of the registered capital of Jilin Province Yongxin Chain Drugstore Ltd., hereby agrees to transfer capital contribution of RMB 625,000 to Party B.
Sino-Foreign Joint Venture Operation Agreement (English Translation)Joint Venture Operation Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Sino-Foreign Joint Venture Operation Agreement (the “Agreement”) is entered into by Digital Learning Management Corp. and shareholders of Changchun Yongxin Dirui Medical Co., Ltd., namely Yongxin Liu and Yongkui Liu, pursuant to the Sino-Foreign Joint Venture Law of the People’s Republic of China and other relevant laws and regulations based on the principles of equality and mutual benefit. The Agreement supersedes in its entirety, the original agreement signed on May 13, 2007, between the same parties.
