EXH. 10.1 FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENTSubscription Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 12, 2007, by and among Lotus Pharmaceuticals, Inc. (formerly known as S.E. Asia Trading Company, Inc.), a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
EXH. 10.2 FORM OF WARRANTWarrant Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO LOTUS PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXH. 10.4 SECURITY AGREEMENTSecurity Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CONSULTING SERVICES AGREEMENT (English Translation)Consulting Services Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Consulting Services Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Beijing En Ze Jia Shi Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at Middle Shuang Qiao Road, Chao Yang District, Beijing, PRC. Party A and Party B are referred to collectively in this Agreement as the “Parties.”
LEASE CONTRACTLease Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • March 5th, 2010 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS AGREEMENT dated as of the 3rd day of March 2010 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LOTUS PHARMACEUTICALS INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
LOAN CONTRACTLoan Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borrower, the Lender agrees to grant the Borrower a line of credit on 11,305,000 RMB. The Borrower and Lender through friendly negotiation, have executed this Contract as follows:
FORM OF NOTESecured Convertible Note • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO LOTUS PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
OPTION AGREEMENT (English translation)Operating Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Operating Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Party B”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C., and shareholders holding 100% outstanding shares of Party B (the “Shareholders”). Party A and Party B, and Shareholders are referred to collectively in this Agreement as the “Parties.”
OPERATING AGREEMENT (English Translation)Operating Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Operating Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China by and among Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C., and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
EXH. 10.7 CEO SHARE PLEDGE AGREEMENTCeo Share Pledge Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CEO SHARE PLEDGE AGREEMENT (this "Agreement"), dated as of February 12, 2007, made by Liu Zhong Yi, an individual with a principal place of residence at No. 3, Fengtai Yungang Town Gaonan Li, Beijing, China 100074 (the "Pledgor"), in favor of S. Michael Rudolph, in his capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Subscription Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Subscription Agreement").
Business Transfer AgreementBusiness Transfer Agreement • January 9th, 2012 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
After friendly discussion and negotiation between both parties, and with the goal of equality and mutual benefit, Liang Fang Pharmaceutical Co., Ltd. (Party A) and Meng Xin Vegetable Product Co., Ltd. (Party B) reach an agreement regarding the transfer of assets and liabilities of Liang Fang Inner Mongolia branch company, Beijing Feng Tai Drug Store, Beijing Yong An Zhong Sheng Drug Store, and Beijing He Ping Li Drug Store, which are wholly owned by Party A. Detail arrangements are as follows:
GENERAL PARTNERSHIP AGREEMENTGeneral Partnership Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Agreement is made and entered into as of the 15 day of March, 2006 between Genesis Equity Partners, LLC, a US limited liability partnership (referred to as “GEP”) and Liang Fang Pharmaceutical, Ltd., registered in the People’s Republic of China (referred to as the “Company”).
English translation of Technology Transfer Agreement dated April 25, 2008 by and between Bei Jing En Ze Jia Shi Pharmaceuticals LTD and Dong Guan Kai Fa Biologicals Medicine LTD Technology Transfer AgreementTechnology Transfer Agreement • May 30th, 2008 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
EXH. 10.8 DIRECTOR SHARE PLEDGE AGREEMENTDirector Share Pledge Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
DIRECTOR SHARE PLEDGE AGREEMENT (this "Agreement"), dated as of February 12, 2007, made by Song Zhenghong, an individual with a principal place of residence at __________________________________ (the "Pledgor"), in favor of S. Michael Rudolph, in his capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Subscription Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Subscription Agreement").
Rockwall, Texas 75087Letter Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This letter agreement (this “Letter Agreement”) shall confirm our understanding with respect to certain matters in connection with S.E. Asia Trading Company, Inc.’s (the “Company”) Revolving Credit Arrangement with Lynn Management, LLC (“Lynn”) dated January 28, 2004 (“Revolving Credit”) and Building Lease with Dynacap Holdings Limited LLC (“Dynacap”) dated November 10, 2004 (“Building Lease”). As a material condition to the Company’s performance under the Share Exchange Agreement by and among the shareholders of Lotus Pharmaceutical International, Inc., a Nevada corporation on the one hand, and the Company, Thomas Miller, Gary V. Pilant, and Verle Pilant on the other hand, dated September 6, 2006 (the “Share Exchange”), you, as President of Lynn and Dynacap, have agreed to the following:
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc. a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC, a limited liability company organized under the laws of the PRC (“Party B” or “Liang Fang”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C.
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc. a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and En Ze Jia Shi Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC, a limited liability company organized under the laws of the PRC (“Party B” or “En Ze Jia Shi”), with a registered address at Middle Shuang Qiao Road, Chao Yang District, Beijing, PRC.
Thomas G. MillerShare Exchange Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This letter will confirm that immediately prior, and effective automatically as of, the closing of the Share Exchange as contemplated by the Agreement, I will resign as SEAA’s Chief Executive Officer, President and sole director.
BILL OF SALEBill of Sale • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Bill of Sale is delivered pursuant to that certain Share Exchange Agreement dated September 6, 2006 (the “Agreement”), by and among shareholders of Lotus Pharmaceutical International, Inc., a Nevada corporation on the one hand, and S.E. Asia Trading Company, Inc., a Nevada corporation (the “Company”), Thomas Miller, Gary V. Pilant, and Verle Pilant on the other hand, and upon the terms and subject to the conditions set forth in the Agreement and this Bill of Sale. As of this date, the Company hereby conveys, sells, transfers, assigns, and delivers to Charles Smith, and Charles Smith shall purchase from the Company for $100.00 immediately prior to the date of the Share Exchange (as defined in the Agreement), all right, title, and interest of Seller as of the Closing in Southeast Asia Trading Company, LLC, a Texas limited liability company (“Southeast”). This Bill of Sale may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all o
Loan AgreementLoan Agreement • April 17th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
a, If Party B didn’t apply the loan in the appointed usage, Party A has the right to claim back portion or whole of the loan, and for the violated portion, to claim for the bank interest as penalty.
Proxy AgreementProxy Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Lotus Pharmaceutical International, Inc. Registered Address: Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America Chairman: Liu Zhongyi
LOTUS PHARMACEUTICALS, INC. CONVERTIBLE REDEEMABLE PREFERRED SHARE AND WARRANT PURCHASE AGREEMENTConvertible Redeemable Preferred Share and Warrant Purchase Agreement • February 26th, 2008 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AGREEMENTTermination Agreement • July 23rd, 2010 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
AGREEMENT made as of this 20th day of July, 2010 by and among Yorkville Global Master SPV Ltd., a Cayman Islands exempt limited partnership, with a principal office located at 101 Hudson Street, Suite 3710, Jersey City, NJ 07302 (“Yorkville”), and Lotus Pharmaceuticals Inc., a corporation organized under the laws of Nevada, with a principal office located at 16 Cheng Zhuang Road Feng Tai District Beijing 100071 Peoples Republic of China (“Lotus”).
English translation of Agreement dated June 3, 2008 by and between Beijing Liang Fang Pharmaceutical Co., Ltd., a Chinese limited liability company, and Cha You Qian Qi Economy Commission. AgreementInvestment Agreement • July 17th, 2008 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
Party B has the intention that they want to make the investment to construct pharmaceuticals industrial garden in party A’s Cha Ha Er industrial garden district and manufacture and sell pharmaceuticals (raw material, mass liquids, Chinese medicine extracting, small water needle, medicinal corn starch and solid preparation etc.), health products, cosmetics etc.. Based on both parties’ equal discussion, both parties agree to sign the following agreement:
EXH. 10.6 GUARANTYGuaranty • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Guaranty (the "Guaranty"), dated as of February 12, 2007, is entered into by Lotus Pharmaceutical International, Inc., a Nevada corporation (and wholly owned subsidiary of Lotus Pharmaceuticals, Inc., a Nevada corporation), En Ze Jia Shi Pharmaceutical CO., Ltd., a People’s Republic of China corporation, Liang Fang Pharmaceutical CO., Ltd., a People’s Republic of China corporation (each a “Guarantor” or “Guarantors”), for the benefit of the parties identified on Schedule A hereto (each a “Lender” and collectively, the "Lenders").
LEASE CONTRACTLease Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Yipubishan New Drug Certificate and Intellectual Property Right Transfer ContractIntellectual Property Transfer Agreement • February 18th, 2009 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
This contract is established based on the rules of the Technology Contract Law of People’s Republic of China and the mutual agreement of both parties.
Proxy AgreementProxy Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Lotus Pharmaceutical InternationalôInc. Registered Address: Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America Chairman: Liu Zhongyi
Loan Termination AgreementLoan Termination Agreement • January 30th, 2012 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
The loan agreement between Lotus Pharmaceuticals and Wu Lan Cha Bu Emergency Hospital (effective on Oct. 10, 2006), and the three-party loan assignment agreement between Lotus Pharmaceuticals, Lotus Pharmaceuticals CEO Mr. Zhongyi Liu, and Wu Lan Cha Bu Emergency Hospital (effective on Oct. 21, 2006), have reached their term on Oct. 9, 2011. After friendly discussion and negotiation, three parties decided not to renew the agreement and to terminate the original agreement immediately. A new agreement was reached as follows:
CONTRACTLoan Agreement • April 17th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations
Herein, Wu Lan Cha Bu Emergency Hospital Center (Party A) loaned 30 Million from Beijing Liang Fang pharmaceutical Co. Ltd. (Party B) for the construction of new hospital ward.
EXH. 10.5 PLEDGE AGREEMENTPledge Agreement • February 15th, 2007 • Lotus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of February 12, 2007, made by Lotus Pharmaceutical International, Inc., a Nevada corporation (the "Pledgor"), in favor of S. Michael Rudolph, in his capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Subscription Agreement, dated as of February 12, 2007 (as amended, restated or otherwise modified from time to time, the "Subscription Agreement").
SHARE EXCHANGE AGREEMENT by and among Lotus Pharmaceutical International, Inc. a Nevada corporation and the Shareholders of Lotus Pharmaceutical International, Inc., on the one hand; and a Nevada corporation, and the Majority Shareholders of S.E. Asia...Share Exchange Agreement • September 7th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail • Nevada
This Share Exchange Agreement, dated as of September 6, 2006 (this “Agreement”), is made and entered into by and among the shareholders of Lotus Pharmaceutical International, Inc., a Nevada corporation (“Lotus”), listed on Schedule I attached (each, a “Lotus Shareholder,” collectively, the “Lotus Shareholders”), on the one hand; and S.E. Asia Trading Company, Inc., a publicly traded Nevada corporation (OTCBB:SEAA) (“SEAA”), Thomas Miller, an individual, Gary V. Pilant, an individual, Verle Pilant, an individual (all hereinafter referred to collectively as the “SEAA Shareholders”) on the other hand. Lotus is a party to this agreement solely to make representations and warranties as set forth herein.
