Share Exchange AgreementShare Exchange Agreement • September 5th, 2007 • China Biologic Products, Inc. • New York
This Share Exchange Agreement, dated as of July 18, 2006, is made by and among GRC Holdings, Inc., a Texas corporation (the “Acquiror Company”), Lin Ling LI, Siu Ling CHAN, Michael LI, Katherine LOH and Chao Ming ZHAO (collectively, the “Shareholders”), and Logic Express Limited, a corporation organized under the laws of the British Virgin Islands (the “Company”).
ContractSecurities Agreement • September 5th, 2007 • China Biologic Products, Inc.
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Raw Plasma Supply AgreementRaw Plasma Supply Agreement • September 5th, 2007 • China Biologic Products, Inc.
According to item 13 of the Regulation “Controlling of Blood Products”, a plasma collection station may only supply raw plasma to one blood products manufacturer under quality credential agreement, raw plasma supply to other manufacturers is forbidden. According to MOH standards, the plasma collection station and blood products manufacturer must sign an agreement for the supply of raw plasma.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • China Biologic Products, Inc. • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of July 18, 2006, by and among GRC Holdings, Inc., a Texas corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2006, among GRC Holdings, Inc., a Texas corporation (“GRC”) and its wholly-owned subsidiary, Logic Express Limited (“Logic Express”), and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile” or the “Company”), the selling stockholders identified on the signature pages hereto (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 1 TO SHARE ESCROW AGREEMENTShare Escrow Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 1 to the SHARE ESCROW AGREEMENT is entered into as of February 16, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (the “Company”), Lane Capital Markets, LLC, as representative of the Investors (the “Investor Representative”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Stockholders”), and Security Transfer Corporation, as escrow agent (the “Escrow Agent”). Each of the Company, the Investor Representative, the Stockholders and the Escrow Agent are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • September 5th, 2007 • China Biologic Products, Inc. • Texas
This Escrow Agreement (the “Agreement”), entered into as of this 19th day of July, 2006, is by and among GRC Holdings, Inc., a Texas corporation (the “Company”), each of the purchasers of shares of the Company’s common stock (the “Shares”) identified below (collectively, the “Purchasers”), the selling stockholders identified on the signature pages hereto (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) and Securities Transfer Corporation (hereinafter referred to as “Escrow Agent”).
AMENDED AND RESTATED JOINT VENTURE AGREEMENT BETWEEN LOGIC EXPRESS LIMITED AND SHANDONG BIOLOGIC PRODUCTS RESEARCH INSTITUTE DATED AS OF MARCH 12, 2006 (Summary Translation)Joint Venture Agreement • September 5th, 2007 • China Biologic Products, Inc.
This Joint Venture Contract (hereinafter referred to as “Contract”) is made as of the [ ] day of [ ] 2006 by and between the following Party A and Party B:
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 1 to the SECURITIES PURCHASE AGREEMENT is entered into as of February 16, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of GRC, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 4 TO SHARE ESCROW AGREEMENTShare Escrow Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 4 to the SHARE ESCROW AGREEMENT is entered into as of May 9, 2007 (this “Amendment”), by and among China Biologic Products, Inc., a Delaware corporation (the “Company”), Lane Capital Markets, LLC, as representative of the Investors (the “Investor Representative”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Stockholders”), and Security Transfer Corporation, as escrow agent (the “Escrow Agent”). Each of the Company, the Investor Representative, the Stockholders and the Escrow Agent are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
CHINA BIOLOGIC PRODUCTS, INC. FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2007 • China Biologic Products, Inc. • Hong Kong
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 3 to the SECURITIES PURCHASE AGREEMENT is entered into as of April 2, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of CBP, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 2 to the SECURITIES PURCHASE AGREEMENT is entered into as of March 27, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of CBP, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 4 to the SECURITIES PURCHASE AGREEMENT is entered into as of May 9, 2007 (this “Amendment”) by and among China Biologic Products, Inc., a Delaware corporation (“CBP”), its wholly-owned subsidiary Logic Express Limited (“Logic Express”) and its 82.76% owned subsidiary Shandong Missile Biologic Products Co., Ltd. (“Shandong Missile”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Selling Stockholders”), and the investors signatory thereto (each an “Investor” and collectively, the “Investors”). Each of CBP, Logic Express, the Company, the Selling Stockholders and the Investors are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 3 TO SHARE ESCROW AGREEMENTShare Escrow Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 3 to the SHARE ESCROW AGREEMENT is entered into as of April 2, 2007 (this “Amendment”), by and among China Biologic Products, Inc., a Delaware corporation (the “Company”), Lane Capital Markets, LLC, as representative of the Investors (the “Investor Representative”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Stockholders”), and Security Transfer Corporation, as escrow agent (the “Escrow Agent”). Each of the Company, the Investor Representative, the Stockholders and the Escrow Agent are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
English Translation) Employment AgreementEmployment Agreement • September 5th, 2007 • China Biologic Products, Inc.
n Duties: Lead the Company day-to-day operations, handle matters relating to regulators, intermediaries and institutional investors, ensure compliance of Sox requirement in 2007, responsible for capital sourcing and investment, lead and coordinate the decision on funding, operations and management in the company and its subsidiaries, co-ordinate listing work. Assist and ensure subsidiary’s CEO to implement financial and internal controls matter.
Shandong Missile Biologic Products Co., Ltd Shandong Institute of Biologic Products Group Secondment Agreement (Summary Translation)Group Secondment Agreement • September 5th, 2007 • China Biologic Products, Inc.
In order to protect the legal interests of Shandong Missile Biologic Products Co., Ltd. (Party A: Employing Unit), Shandong Institute of Biological Products (Party B: Entrusting Unit) and their employees and ascertain the rights and obligations of Party A and B, in reference to the Joint Venture agreement (“Agreement”) and Bylaws of Party A (“Bylaws”), laws and regulations promulgated by the State and Shandong Province Labour contract regulations, Party A&B reached a consensus voluntarily and agreed to enter into this agreement and committed to observe all the clauses in this agreement.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 5 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 20, 2007 by and among China Biologic Products, Inc. (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
AMENDMENT NO. 2 TO SHARE ESCROW AGREEMENTShare Escrow Agreement • September 5th, 2007 • China Biologic Products, Inc.
This AMENDMENT NO. 2 to the SHARE ESCROW AGREEMENT is entered into as of March 27, 2007 (this “Amendment”), by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (the “Company”), Lane Capital Markets, LLC, as representative of the Investors (the “Investor Representative”), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the “Stockholders”), and Security Transfer Corporation, as escrow agent (the “Escrow Agent”). Each of the Company, the Investor Representative, the Stockholders and the Escrow Agent are referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Original Agreement (as defined below).
SHARE ESCROW AGREEMENTShare Escrow Agreement • September 5th, 2007 • China Biologic Products, Inc. • Texas
This Escrow Agreement (the “Agreement”), dated July 19, 2006, is entered into by and among GRC Holdings, Inc., a Texas corporation (the “Company”), Lane Capital Markets, LLC, as representative of the Investors (the “Investor Representative”), Ms. LI Lin Ling and Ms. CHAN Siu Ling (collectively, the “Stockholders”), and Securities Transfer Corporation (hereinafter referred to as “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in that certain Securities Purchase Agreement, dated July 18, 2006 (“Purchase Agreement”), between the Company, the Stockholders and each Investor in the offering the subject of the Purchase Agreement (each an “Investor” and collectively, the “Investors”).
