0001144204-07-017746 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April __, 2007, by and among Benda Pharmaceutical, Inc., a Delaware corporation, with headquarters located at Changjiang Tower, 23rd Floor, No.1 Minquan Road, Wuhan, Hubei province, People’s Republic of China (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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Equity Transfer Agreement translation
Equity Transfer Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations

In accordance with the Company Law of the Peoples Republic of China, the Contract Law of the People's Republic of China, the Provisional Regulations on Investment By Foreign-funded Enterprises and other relevant laws and regulations, in relation to the equity transfer, both parties hereby agree as follows:

MODIFICATION AND AMENDMENT AGREEMENT
Modification and Amendment Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations

THIS MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this 5th day of April, 2007 (the “Effective Date”), by and among Benda Pharmaceutical, Inc., a Delaware corporation (the “Company”), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR ("Ever Leader") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

FINANCIAL CONSULTANCY AGREEMENT
Financial Consultancy Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • Delaware

This FINANCIAL CONSULTANCY AGREEMENT (the “Agreement”), entered into as of April [ ], 2007, between Benda Pharmaceutical, Inc. (“Benda”), a corporation organized under the laws of Delaware of the United States, and Super Pioneer International Limited (“Super”).

INVESTMENT AGREEMENT
Investment Agreement • April 6th, 2007 • Benda Pharmaceutical, Inc. • Pharmaceutical preparations • New York

INVESTMENT AGREEMENT (the "Agreement"), dated as of April 5, 2007, by and among Benda Pharmaceutical, Inc., a Delaware corporation, with headquarters located at Changjiang Tower, 23rd Floor, No.1 Minquan Road, Wuhan, Hubei Province, People’s Republic of China (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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