AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT
AMENDMENT
TO STOCK SUBSCRIPTION AGREEMENT
This
AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered
into as of April 30, 2010 by and among (a) China Medicine Corporation, a Nevada
corporation (the “Company”), (b) Xx. Xxxx Senshan, (the “Executive Shareholder”)
and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (the
“Investor”).
WITNESSETH
WHEREAS,
the Company, the Executive Shareholder and the Investor entered into a Stock
Subscription Agreement dated December 31, 2009 (the “Stock Subscription
Agreement”); and
WHEREAS,
the Company, the Executive Shareholder and the Investor intend to delete and
replace the definition of “C” in Section 4.9(a) and the definition “F” in
Section 4.9(b) of the Stock Subscription Agreement with the definitions below in
order to clarify the intention of the parties in connection with the calculation
of “2010 Additional Shares” and “2011 Additional Shares”.
NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as
follows:
Section
1. The definition of “C” in Section 4.9(a) of the Stock Subscription
Agreement shall be deleted and replaced with the following:
“C =
Total number of Common Shares held by Investor and total number of Common Shares
underlying Redeemable Convertible Preferred Shares held by Investor at the time
of determination but prior to the issuance of any 2010 Additional
Shares”
Section
2. The definition of “F” in Section 4.9(b) of the Stock Subscription
Agreement shall be deleted and replaced with the following:
“F =
Total number of Common Shares held by Investor and total number of Common Shares
underlying Redeemable Convertible Preferred Shares held by Investor at the time
of determination but prior to the issuance of any 2011 Additional
Shares”
Section
3. Capitalized terms not otherwise defined in this Amendment shall
have the same meanings given to them in the Stock Subscription
Agreement.
Section
4. This Amendment shall be deemed to be an integral part of the Stock
Subscription Agreement and shall be deemed to have taken effect retrospectively
since December 31, 2009 for the purpose of interpreting Section 4.9(a) and
Section 4.9(b) of the Stock Subscription Agreement.
[Signature Pages
Follow]
IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed
by its authorized signatory as of the date first indicated above.
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CHINA
MEDICINE CORPORATION
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By:
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/s/ Yang Senshan
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Name:
Yang Senshan
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Title:
Chief Executive Officer
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IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed
by their respective authorized signatories as of the date first indicated
above.
OEP
CHME HOLDINGS, LLC
By: One
Equity Partners III, L.P.,
its
Manager
By: OEP
General Partner III, L.P.,
its
General Partner
By: OEP
Holding Corporation,
its
General Partner
IN
WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date
first indicated above.
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Xx.
Xxxx Senshan
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/s/ Yang Senshan
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