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
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.
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").
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").
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").
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").
