BEIJING MED-PHARM CORPORATION FORM OF WARRANT FOR COMMON STOCKBeijing Med Pharm Corp • December 21st, 2006 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 21st, 2006 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
The undersigned subscriber or subscribers (the “Investor” and, after purchase of Shares and Warrants as herein defined, the Investor is referred to as a “Stockholder”), intending to be legally bound, hereby irrevocably subscribes (or subscribe) for and agrees to purchase the number of Investment Units (defined below) for the aggregate purchase price set forth in Section 22 of this Subscription Agreement. The Investor agrees to purchase the number of Investment Units (defined below) as provided herein, and to become a Stockholder of BEIJING MED-PHARM CORPORATION, a Delaware corporation (the “Company”), on the terms and conditions described herein and in the Company’s Confidential Private Placement Memorandum dated December 1, 2006, as amended and supplemented by the First Supplement to Confidential Memorandum dated December 14, 2006, and all exhibits, amendments and supplements thereto (including any further supplements and amendments thereto) (collectively, the “Memorandum”). A copy of
