INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Universe Pharmaceuticals INC, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Universe Pharmaceuticals INC, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Working Capital Loan ContractWorking Capital Loan Contract • January 30th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Special Notice: In order to protect the legitimate rights and interests of the Borrower, the Lender hereby requests the Borrower to give full attention to all provisions concerning the rights and obligations of the parties, especially those shown in bold. If the Borrower has any objection, it shall raise the objection to the Lender. Otherwise, after this Contract is entered into by and between the Borrower and the Lender, all the terms and conditions herein represent the true intention of both parties, are protected by law, and shall be legally binding on both parties herein.
Universe Pharmaceuticals INC UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2024, between Universe Pharmaceuticals INC, a company organized under the laws of Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Guarantee ContractGuarantee Contract • August 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Special Notice: This Contract is entered into by and between Party A and Party B through negotiation on the basis of equality and free will. All the terms and conditions hereof represent the true intention of both parties. In order to protect the legitimate rights and interests of Guarantor, the Creditor hereby requests the Guarantor to give full attention to the provisions concerning the rights and obligations of the parties, especially those shown in bold.
Working Capital Loan ContractWorking Capital Loan Contract • January 30th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations • Macau
In view of the Borrower’s application for working capital loan line of credit from the Lender, and in order to clarify the rights and obligations of both parties, the Borrower and the Lender hereby conclude this contract through negotiation.
Jiangxi Universe Pharmaceuticals Commerce and Trade Co., Ltd. Product Sales Agreement (the “Agreement”)Product Sales Agreement • August 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Form of Lock-up AgreementLock-Up Agreement • November 17th, 2020 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
The undersigned, a shareholder holding more than 5% shares of the total outstanding shares of Universe Pharmaceuticals INC, a Cayman Islands company (the “Company”) prior to the closing of Offering (as defined below) of the Company, understands that Univest Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to six months from the date on which the trading of the Securities on the NASDAQ Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract
Working Capital Loan ContractWorking Capital Loan Contract • January 31st, 2022 • Universe Pharmaceuticals INC • Pharmaceutical preparations
In view of the Borrower’s application for working capital loan line of credit from the Lender, and in order to clarify the rights and obligations of both parties, the Borrower and the Lender hereby conclude this contract through negotiation.
Advertising Service AgreementAdvertising Service Agreement • January 31st, 2022 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Legal Address: No. 265, Jingjiu Avenue, Jinggangshan Economic and Technological Development Zone, Ji’an City, Jiangxi Province Business Address: Room 105-63664 (centralized office area), No. 6 Baohua Road, Hengqin New District, Zhuhai City
Subscription AgreementSubscription Agreement • April 24th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations
This subscription agreement (this “Subscription”) is dated _____, 2024, by and between the investor identified on the signature page hereto (the “Investor”) and Universe Pharmaceuticals INC, a Cayman Islands exempted company (the “Company”). The parties agree as follows:
PRE-FUNDED ORDNIARY SHARE PURCHASE WARRANT Universe Pharmaceuticals INCPre-Funded Ordinary Share Purchase Warrant • December 12th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Universe Pharmaceuticals INC, a Cayman Islands exempted company (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Corporate Loan ContractCorporate Loan Contract • January 30th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations
In accordance with the provisions of relevant laws and regulations of China and on the basis of the principles of willingness, equality, mutual benefit and good faith, this Contract is hereby made by and between Party A and Party B with the consensus through negotiation.
《从属合同之二：北日本制药株式会社股权认购合同》 Share Purchase Agreement by and among Universe Pharmaceuticals INC, Kitanihon Pharmaceutical Co., Ltd., and Nishimura IchiroShare Purchase Agreement • December 10th, 2021 • Universe Pharmaceuticals INC • Pharmaceutical preparations
企业地址：Vistra (Cayman)Limited P.O.Box 31119,Grand Pavilion, Hibiscus Way,802 West Bay Road, Grand Cayman, KY1-1205 Business Address: Vistra (Cayman) Limited P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205
Real Estate Property Purchase AgreementReal Estate Property Purchase Agreement • January 31st, 2022 • Universe Pharmaceuticals INC • Pharmaceutical preparations
According to the resolution of the Board of Directors of Ji’an Guangdong Chamber of Commerce on December 28, 2010 and the resolution of the sponsors of Jiangxi Yueshang Investment Co., Ltd. on May 6, 2011 (Resolution IV), some real estate is provided for internal subscription by members. After negotiation, both parties hereby enter into the Agreement:
Construction Agreement (☐ Original ☐ Copy) Supervised by Ministry of Housing and Urban-Rural Development of the People’s Republic of China State Administration for Industry and CommerceConstruction Agreement • January 31st, 2022 • Universe Pharmaceuticals INC • Pharmaceutical preparations
In accordance with the Contract Law of the People’s Republic of China, the Construction Law of the People’s Republic of China and the other relevant laws and regulations of China, the parties hereto have entered into this agreement with regard to the construction of the project for Workshops A, B, C and D and Office Building of Jiangxi Universe Pharmaceuticals Co., Ltd. under the principle of equality, voluntariness, fairness and good faith as incarnated by the terms and conditions set out below:
《从属合同之三：大自然药业股份有限公司与北日本制药株式会社合作建设国际制造基地的合同》 Cooperation Agreement on Manufacturing Facility Construction Project by and between Universe Pharmaceuticals INC and Pharmaceutical Co., Ltd.Cooperation Agreement on Manufacturing Facility Construction Project • December 10th, 2021 • Universe Pharmaceuticals INC • Pharmaceutical preparations
企业地址：Vistra (Cayman) Limited P.O.Box 31119,Grand Pavillion,Hibiscus Way,802 West Bay Road,Grand Cayman, KY1-1205 Business Address: Vistra (Cayman) Limited P.O. Box 31119, Grand Pavillion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205
Strategic Cooperation Agreement by and between Universe Pharmaceuticals INC and Kitanihon Pharmaceutical Co., Ltd.Strategic Cooperation Agreement • December 10th, 2021 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Party A is a NASDAQ-listed pharmaceutical company specializing in R&D, manufacture and marketing of Chinese patent medicines and medicinal liquor; Party B is a representative enterprise specializing in R&D, manufacture and marketing of Kampo medicine with a history of over 80 years in Japan and Asia. In order to give full play to the advantages of both parties in raw materials, pharmaceutical technology, new drug R&D, brand influence and marketing in China and Japan, and to better integrate the policies, financial and legal resources of China and Japan in traditional medicine protection, Party A and Party B have decided, after thorough research and in-depth consultation, to reach the following cooperation and sign this Contract regarding: 1. Mutual acquisition of each other’s equity to form a strong community of responsibility, power and benefit; 2. Joint expansion of the Chinese market, the Japanese market, the Southeast Asian market and the markets of countries along the Belt and Roa
Share Transfer Agreement by and among Sununion Holding Group Ltd., Kitanihon Pharmaceutical Co., Ltd., and Gang LaiShare Transfer Agreement • December 10th, 2021 • Universe Pharmaceuticals INC • Pharmaceutical preparations
Sununion Holding Group Ltd., a holding company incorporated in BVI, holds 59.43% of the equity of Universe Pharmaceuticals INC (stock code: UPC), and Lai Gang, as the actual controller of the listed company, holds 100% of the equity of Sununion Holding Group Ltd. Party A, B and C hereby agree on the following contract terms through thorough negotiation regarding the project cooperation:
Loan ContractLoan Contract • January 30th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations
This Contract is a specific business contract under the Comprehensive Credit Contract (No. [A035808]) entered into by and between the creditor Nanchang Branch of Bank of Beijing Co., Ltd. and the debtor Jiangxi Universe Pharmaceuticals Co., Ltd.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 12th, 2024 • Universe Pharmaceuticals INC • Pharmaceutical preparations • New York
