0001144204-10-057347 Sample Contracts

CHINA YONGXIN PHARMACEUTICALS, INC. UNDERWRITER WARRANT [__________] shares of Common Stock
Warrant Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This UNDERWRITER WARRANT (this “Warrant”) of China Yongxin Pharmaceuticals, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [__________], 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of [__________] shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.

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AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
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COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of January __, 2010, among Collateral Agents, LLC, a Delaware Limited Liability Company (the “Collateral Agent”), and the parties identified on Schedule 1 hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and guaranteed by each of the entities identified on Schedule 2 hereto (each a “Guarantor” and together with Parent, each a “Debtor” and collectively, “Debtors”), on or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).

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MODIFICATION AND CONSENT AGREEMENT
Modification and Consent Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Modification and Consent Agreement is made as of the ____ day of May, 2010 (“Agreement”) among China Yongxin Pharmaceuticals Inc. (formerly Digital Learning Management Corporation, Nutradyne Group, Inc. and FreePCSQuote), a Delaware corporation (the “Company”), the signatories hereto who are subscribers (“Prior Subscribers”) under certain Subscription Agreements and additional transaction agreements with the Company dated January 22, 2010 and March 4, 2010 (“Subscription Agreements”) and as amended pursuant to the Joinder Agreement dated March 4, 2010 and the subscribers to the Third Closing (as defined below) (each a “Third Closing Subscriber” and collectively the “Third Closing Subscribers”) (collectively Prior Subscribers and Third Closing Subscribers are “Subscribers”).

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ENTRUSTMENT AGREEMENT
Entrustment Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on May 17, 2010 by and between Mr. LIU, Yongxin, Mr. LIU, Yongkui (collectively, “Party A”), and Changchun Yongxin Dirui Medical Co., Ltd. (“Party B”).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

STOCK PLEDGE AGREEMENT (this “Agreement”), dated January 22, 2010 by and among ________________________________________ (“Pledgor”); the subscribers who are parties to a certain Subscription Agreement among China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and such Subscribers identified on Schedule I hereto (each a “Pledgee”); and Collateral Agents, LLC, a Delaware Limited Liability Company (“Collateral Agent”) on behalf of Pledgees;

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THE SHARES ACQUIRABLE UNDER THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT...
Common Stock Purchase Warrant • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

Right to Purchase __________ shares of Common Stock of China Yongxin Pharmaceuticals Inc. (subject to adjustment as provided herein)

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 22, 2010, by and between China Yongxin Pharmaceuticals, Inc. (formerly FreePCSQuote), a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

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English Translation) Real Estate Lease Agreement
Real Estate Lease Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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AMENDED AND RESTATED LOCKUP AGREEMENT
Lockup Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This AMENDED AND RESTATED LOCKUP AGREEMENT (the "Agreement") is made as of the ____ day of May, 2010, by ______________ ("Holder"), maintaining an address at c/o China Yongxin Pharmaceuticals Inc., 927 Canada Court, City of Industry, CA 91748, Attn: Yongxin Liu, CEO, facsimile: (626) 581-9138, in connection with his ownership of shares of China Yongxin Pharmaceuticals Inc., a Delaware corporation (the "Company").

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Distribution Agreement for 2010
Distribution Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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Equity Transfer Agreement Of Jilin Province Yongxin Chain Drugstore Ltd. (English Translation)
Equity Transfer Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

Party A, who is holding an amount of RMB 2,500,000 equity interest or 100% of the registered capital of Jilin Province Yongxin Chain Drugstore Ltd., hereby agrees to transfer capital contribution of RMB 625,000 to Party B.

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Sino-Foreign Joint Venture Operation Agreement (English Translation)
Sino-Foreign Joint Venture Operation Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Sino-Foreign Joint Venture Operation Agreement (the “Agreement”) is entered into by Digital Learning Management Corp. and shareholders of Changchun Yongxin Dirui Medical Co., Ltd., namely Yongxin Liu and Yongkui Liu, pursuant to the Sino-Foreign Joint Venture Law of the People’s Republic of China and other relevant laws and regulations based on the principles of equality and mutual benefit. The Agreement supersedes in its entirety, the original agreement signed on May 13, 2007, between the same parties.

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LEAKOUT AGREEMENT
Leakout Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

This AGREEMENT (the “Agreement”) is made as of the 15th day of January 2010, by the undersigned (“Holder”), in connection with his, her or its ownership of shares of China Yongxin Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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LOCKUP AGREEMENT
Lockup Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This AGREEMENT (the "Agreement") is made as of the ____ day of January, 2010, by ______________ ("Holder"), maintaining an address at c/o China Yongxin Pharmaceuticals, Inc., 927 Canada Court, City of Industry, CA 91748, in connection with his ownership of shares of China Yongxin Pharmaceuticals, Inc., a Delaware corporation (the "Company").

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Equity Transfer Agreement Of Jilin Province Yongxin Chain Drugstore Ltd. (English Translation)
Equity Transfer Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

Party A, who is holding an amount of RMB 2,500,000 equity interest or 100% of the registered capital of Jilin Province Yongxin Chain Drugstore Ltd., hereby agrees to transfer capital contribution of RMB 650,000 to Party B.

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TECHNOLOGY AGREEMENT
Technology Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Agreement is entered into by and between Party A and Party B in connection with the development and use of the Electronic Diagnosis System (“EDS”).

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Distribution Agreement for 2010
Distribution Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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FORM OF SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
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Loan Agreement (English Translation)
Loan Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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Sales Agreement
Sales Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Sales Agreement (the “Agreement”) is entered into by and between Party A and Party B in connection with sales of pharmaceuticals.

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Sales Agreement
Sales Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Sales Agreement (the “Agreement”) is entered into by and between Party A and Party B in connection with sales of pharmaceuticals.

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CORPORATE COMMUNICATIONS CONSULTING AGREEMENT
Corporate Communications Consulting Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Utah

By virtue of this Engagement subject to both parties being in compliance with the Terms and Conditions contained herein, Michael Southworth, an individual residing at 2638 North Chestnut Circle, Mesa, Arizona 85213 (the “Consultant”) shall undertake to provide to China Yongxin Pharmaceuticals, Inc., a Delaware corporation having an office at 927 Canada Court, City of Industry, California 91748 (the “Company”);

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Share Purchase Agreement (English Translation)
Share Purchase Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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China Yongxin Pharmaceuticals, Inc. Lock-Up Agreement
Lock-Up Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

This STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of March 1, 2010 (the “Effective Date”), by and between China Yongxin Pharmaceuticals Inc. (“Seller”) and PmMaster Beijing Software Co., Ltd (“Purchaser”).

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Distribution Agreement
Distribution Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Distribution Agreement (the “Agreement”) is entered into by and between Party A and Party B pursuant to the Contract Law of the People’s Republic of China.

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SECURITY AGREEMENT
Security Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Security Agreement (the “Agreement”), dated as of January 22, 2010, is entered into by and among China Yongxin Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and the entities identified on Schedule 1 hereto (each a “Guarantor” and together with Parent, each a “Debtor” and collectively the “Debtors”), the Subscribers identified on Schedule 2 hereto (the “Subscribers”), who are parties to the Subscription Agreement dated as of January 22, 2010 (the “Subscription Agreement”), by and among Parent, and such Subscribers, and Collateral Agents, LLC (“Collateral Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 9, 2010, by and among China Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Company”) and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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ESCROW AGREEMENT
Escrow Agreement • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
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