SHANGRI-LA TIBETAN PHARMACEUTICALS, INC. (a British Virgin Islands company) Minimum Offering: 1,500,000 Common Shares Maximum Offering: 1,875,000 Common Shares ($ per share) PLACEMENT AGREEMENTPlacement Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc. • Virginia
The undersigned, Shangri-La Tibetan Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
SHANGRI-LA TIBETAN PHARMACEUTICALS, INC. WARRANT AGREEMENTWarrant Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc. • Virginia
Shangri-La Tibetan Pharmaceuticals, Inc., a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.
Make Good Escrow AgreementMake Good Escrow Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc. • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among Shangri-La Tibetan Pharmaceuticals, Inc., a British Virgin Islands corporation (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Ms. Hong Yu and Mr. Taylor Gao in their individual capacities (collectively the “Make Good Pledgors” and each individually a “Make Good Pledgor”); and SunTrust Bank, N.A., as escrow agent (“Escrow Agent”).
SHAREHOLDERS’ VOTING PROXY AGREEMENT BETWEEN HONG YU LUO GA YANG XIAOBEI AND YIBO INFORMATION CONSULTING (SHENZHEN) CO., LTD. March 26, 2010 SHENZHEN, CHINAShareholders’ Voting Proxy Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into on March 26, 2010 between the following parties in Shenzhen:
PLEDGE OF EQUITY AGREEMENT BETWEEN HONG YU LUO GA YANG XIAOBEI AND YIBO INFORMATION CONSULTING (SHENZHEN) CO., LTD. March 26, 2010 SHENZHEN, CHINAPledge of Equity Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
Therefore, in accordance with applicable laws and regulations of the People’s Republic of China, the Parties hereto reach the Agreement through friendly negotiation on the principle of equality and mutual benefit and abide by the following terms and conditions
Lock-Up AgreementLock-Up Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Shangri-La Tibetan Pharmaceuticals, Inc. (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,500,000 common shares and a maximum of 1,875,000 common shares (the “Shares”).
RETAINER CONTRACTRetainer Contract • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
Yunnan Shangri-La Tibetan Pharmaceutical Group Limited, a company legally incorporated under the laws of People’s Republic of China, having a registered address at 53 Niwang Road, Shangri-La County, Yunnan Province, China. (hereinafter referred to as “SHANGRI-LA”)
Entrusted Management Agreement Between Hong Yu Luo Ga Yang Xiaobei Yunnan Shangri-La Tibetan Pharmaceutical Group Limited and Yibo Information Consulting (Shenzhen) Co., Ltd. March 26, 2010 Shenzhen, ChinaEntrusted Management Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
Party B: Yibo Information Consulting (Shenzhen) Co., Ltd., is a company registered in Shenzhen, PRC, and the registration number of its legal and valid Business License is 440301503371231 and the legal registered address is B#6D11, Zhongshen Garden, South Caitian Rd., Futian, Shenzhen, China.
EXCLUSIVE OPTION AGREEMENT AMONG YIBO INFORMATION CONSULTING (SHENZHEN) CO., LTD. AND HONG YU LUO GA YANG XIAOBEI AND YUNNAN SHANGRI-LA TIBETAN PHARMACEUTICAL GROUP LIMITED March 26, 2010Exclusive Option Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
In this Agreement, Party A, Party B and Party C are called collectively as the “Parties” and each of them is called as the “Party”.
RETAINER CONTRACTRetainer Contract • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
Yunnan Shangri-La Tibetan Pharmaceutical Group Limited, a company legally incorporated under the laws of People’s Republic of China, having a registered address at 53 Niwang Road, Shangri-La County, Yunnan Province, China. (hereinafter referred to as “SHANGRI-LA”)
Translation of Agreement on Prescription and Industrialization Development of Tibetan MedicineAgreement on Prescription and Industrialization Development of Tibetan Medicine • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
With a view to effectively carry out the project of “Modern Research & Industrialization Development of Chinese Traditional Medicine” as well as “Prescription and Industrialization Development of Tibetan Medicine” advocated by the Life Science and Technology Centre of Science and Technology Ministry, both parties, through flexibility research and friendly negotiation, entered into the Agreement herein as the following terms and conditions on the basis of sincere cooperation and mutual development.
RETAINER CONTRACTRetainer Contract • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
Yunnan Shangri-La Tibetan Pharmaceutical Group Limited, a company legally incorporated under the laws of People’s Republic of China, having a registered address at 53 Niwang Road, Shangri-La County, Yunnan Province, China. (hereinafter referred to as “SHANGRI-LA”)
Translation of Agreement on Research into Tibetan Medicine Pharmacology and EffectResearch and Development Agreement • May 14th, 2010 • Shangri-La Tibetan Pharmaceuticals, Inc.
In order to support West China Development Drive, promote the Tibetan medicine modernization strategy and help those frontier backwards areas to alleviate poverty, Party B makes a resolution to provide support and assistance in Party A’s current products as well as its on-going research products by analysis of the Pharmacology and Effect. Therefore both parties, through friendly consultation, agree upon the following terms and conditions:
