CHINA-BIOTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2009 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
The undersigned, a shareholder [and an officer and/or director] of China-Biotics, Inc., a Delaware corporation (the “Company”), understands that Roth Capital Partners, LLC (“RCP”), as Representative of the several underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of RCP, directly or indirectly, (i) offer, ple
SENIOR INDENTURE by and between CHINA-BIOTICS, INC. as Issuer, and as Trustee Dated as of ______________Senior Indenture • July 10th, 2009 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SENIOR INDENTURE (this “Indenture”), dated as of ________, by and between CHINA-BIOTICS, INC., a Delaware corporation (the “Company”), as issuer, and ______________, a ____________, as trustee (the “Trustee”).
FORM OF SUBORDINATED INDENTURE by and between CHINA-BIOTICS, INC. as Issuer, and as Trustee Dated as of ______________Subordinated Indenture • July 10th, 2009 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SUBORDINATED INDENTURE (this “Indenture”), dated as of ________, by and between CHINA-BIOTICS, INC., a Delaware corporation (the “Company”), as issuer, and ______________, a ____________, as trustee (the “Trustee”).
CHINA-BIOTICS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Investors’ Rights Agreement (the “Agreement”) is made as of the 22nd day of March, 2006, by and among China-Biotics, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature page hereto (each an “Investor” and collectively the “Investors”).
CHINA-BIOTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2011 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between China-Biotics, Inc., a Delaware corporation (the “Company”), and Tao (Travis) CAI (the “Employee”), effective as of January 16, 2011 (the “Effective Date”). Based upon the consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Shanghai Shining Biotechnology Co. Ltd (“Shining” or “Company”) is a domestic joint venture enterprise and was established on 20th August 1999 with the registered capital of RMB 20,480,000. Shining is engaged in manufacturing of the microbial capsule and functional food (excluding of drug); sales of chemical products (excluding of dangerous goods), research and development of drugs, nonferrous metals and garments; and the operation of the exported business of the Company’s products and the imported business of required plant and machinery, accessories, raw materials and auxiliary materials. The Company is included the corporate shareholders of Shining. The shareholders and their shareholding are Mr. Song Jinan (50%), Ms. Yan Li (29.50%), Mr. Huang Weida (15%), Ms. Yan Yihong (5%) and Shanghai Shengyuan Estate Co. Ltd (0.50%) respectively. As of the date of the Agreement, the net assets value of the Company is RMB18, 320,000. By the resolution of the board of directors of Shining, it ag
ESCROW AGREEMENTEscrow Agreement • June 30th, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Escrow Agreement, (this Agreement) is made and entered into effective as of March 22, 2006, by and among Chinamerica Fund, L.P., a Texas limited partnership (Chinamerica), Sinosmart Group, Inc., a British Virgin Islands company (Sinosmart), and Gateway National Bank, N.A., a national banking association with offices in Dallas, Dallas County, Texas (the Bank). China-Biotics, Inc., a Delaware corporation formerly known as Otish Resources, Inc. (the Company), is an intended beneficiary of this Agreement, and shall be entitled to enforce the provisions of this Agreement from and after the date of the consummation of the China-Biotics Exchange (defined below).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of December 11, 2007 is made between Song Jinan, an individual, with his principal business address located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the “Pledgor”) and Pope Investments II LLC, a Delaware limited liability company, with its principal executive offices located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137 (“Pledgee”).
LEE BARKER Suite 501 – 55 University Ave. Toronto, ON M5J 2H7Otish Resources Inc • April 13th, 2005 • Mining & quarrying of nonmetallic minerals (no fuels)
The following terms and conditions are applicable for the sale of 9 mineral claim units near Lac Lavalette, Quebec Canada by Lee Barker (hereinafter referred to as “Mr. Barker”) to Otish Resources, Inc. (hereinafter referred to as “OR”)
PURCHASE AGREEMENTPurchase Agreement • February 13th, 2009 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Purchase Agreement (this “Agreement”) is made as of January ___, 2009 by and among Ms. Yan Li (the “Seller”), the purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and China-Biotics, Inc., a Delaware corporation (the “Company”).
PUT AGREEMENTPut Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Put Agreement (the “Agreement”) is entered into as of March 22, 2006 by and among China-Biotics, Inc., a Delaware corporation (“China-Biotics”), Sinosmart Group Inc., a British Virgin Islands corporation (the “Company”), and the persons and entities listed on the signature pages hereto (the “Shareholders”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Securities Exchange Agreement (the “Agreement”) is entered into as of March 22, 2006 by and among China-Biotics, Inc., a Delaware corporation (“China-Biotics”), Sinosmart Group Inc., a British Virgin Islands corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (“Company Shareholders”).
Growing State Ltd. and Shanghai Qingpu Industrial Park District Development (Group) Company Limited Investment AgreementInvestment Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels)
In order to facilitate the development of the enterprise and the boost the local economy, the parties agree to enter into this agreement in accordance with the application laws and regulations so both parties will benefit from this arrangement.
LEE BARKER Suite 501 – 55 University Ave. Toronto, ON M5J 2H7Otish Resources Inc • September 24th, 2004 • Mining & quarrying of nonmetallic minerals (no fuels)
The following terms and conditions are applicable for the sale of 9 mineral claim units near Lac Lavalette, Quebec Canada by Lee Barker (hereinafter referred to as “Mr. Barker”) to Otish Resources, Inc. (hereinafter referred to as “OR”)
ContractLoan Agreement • June 30th, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels)
For reference only. In case there is any discrepancy in the contents between the English and the Chinese versions, the Chinese version shall prevail.
PURCHASE AGREEMENTPurchase Agreement • May 20th, 2009 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Purchase Agreement (this “Agreement”) is made as of May 19, 2009 by and among Ms. Yan Li (the “Seller”), the purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and China-Biotics, Inc., a Delaware corporation (the “Company”).
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • November 13th, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Yangling Agricultural High-tech Industries Demonstration Zone District Entrance Project Agreement Governing Committee of the Yangling Agricultural High-tech Industries Demonstration Zone Best Design Holdings Ltd. August 12, 2010 District Entrance...China-Biotics, Inc • February 14th, 2011 • Mining & quarrying of nonmetallic minerals (no fuels)
Party A: Governing Committee of the Yangling Agricultural High-tech Industries Demonstration Zone (hereinafter referred to as Party A)
INVESTMENT AGREEMENTInvestment Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
INVESTMENT AGREEMENT (the “Agreement”), dated as of December 11, 2007, by and among China-Biotics, Inc., a Delaware corporation, with headquarters located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the ”Company”), Mr. Jinan Song (the “Major Shareholder”), and Pope Investments II LLC, a Delaware limited liability company (“Pope”) with headquarters located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into effective as of March 22, 2006, by and among China-Biotics, Inc., a Delaware corporation ("China-Biotics"), and the undersigned persons who have acquired shares of common stock of China-Biotics (the "Shareholders").
LEE BARKER Suite 501 – 55 University Ave. Toronto, ON M5J 2H7Otish Resources Inc • April 13th, 2005 • Mining & quarrying of nonmetallic minerals (no fuels)
The following terms and conditions are applicable for the sale of 11 mineral claim units near Lac Lavalette, Quebec Canada by Lee Barker (hereinafter referred to as “Mr. Barker”) to Otish Resources Ltd. (hereinafter referred to as “OR”)
LEE BARKER Suite 501 – 55 University Ave. Toronto, ON M5J 2H7Otish Resources Inc • December 21st, 2004 • Mining & quarrying of nonmetallic minerals (no fuels)
The following terms and conditions are applicable for the sale of 11 mineral claim units near Lac Lavalette, Quebec Canada by Lee Barker (hereinafter referred to as “Mr. Barker”) to Otish Resources Ltd. (hereinafter referred to as “OR”)
GUARANTYGuaranty • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS GUARANTY (this “Guaranty”) is made effective as of December 11, 2007 by SONG JINAN, an individual, with his principal business address located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the “Guarantor”), to and for the benefit of POPE INVESTMENTS II LLC, a Delaware limited liability company, with its principal executive offices located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137 (“Purchaser”).
FORM OF LOCKUP AGREEMENTAssignment and Assumption Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS LOCKUP AGREEMENT (this “Agreement”) is entered into as of March 22, 2006 among the stockholder listed on the signature page hereto (“Stockholder”), China-Biotics, Inc., a Delaware corporation (the “Company”), and Chinamerica Fund, LP (“Chinamerica”). In consideration of and subject to the mutual agreements, terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2007, by and among China-Biotics, Inc., a Delaware corporation, with headquarters located at No. 999 Ningqiao Road, Jingiao Export Processing Zone, Pudong, Shanghai, China 201206 (the ”Company”), and Pope Investments II LLC, a Delaware limited liability company (“Buyer”) with headquarters located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137.
