0001144204-10-011619 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholder Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 by and among, (a) Mr. Yang Senshan (“Mr. Yang”), (b) Ms. Liu Minhua (“Ms. Liu”), (c) Mr. Liu Junhua, (“Mr. Liu,” together with Mr. Yang and Ms. Liu, the “Executive Shareholders”) and (d) OEP CHME Holdings, LLC, a Delaware limited liability company (“OEP”).

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SHARE PLEDGE AGREEMENT
Share Pledge Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS PLEDGE AGREEMENT (this “Agreement”), is made as of January 29, 2010, by Mr. Yang Senshan, an individual (the “Pledgor”), in favor of OEP CHME Holdings, LLC, a Delaware limited liability company (the “Pledgee”).

JOINT FILING AGREEMENT
Joint Filing Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of China Medicine Corporation and that this Joint Filing Agreement be included as an exhibit to such statement. This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

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