0001213900-11-000208 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [•], 2011, by and between MILESTONE LONGCHENG LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), and CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company” and together with the Investor, the “Parties” and each a “Party”).

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SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT Dated as of January 18, 2011 between MILESTONE LONGCHENG LIMITED and CHINA BCT PHARMACY GROUP, INC.
Series a Convertible Preferred Shares Purchase Agreement • January 18th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT, dated as of January 18, 2011, is by and between MILESTONE LONGCHENG LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), and CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company” and together with the Investor, the “Parties” and each a “Party”).

SHAREHOLDERS AGREEMENT
Shareholder Agreement • January 18th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2011, by and among Milestone Longcheng Limited, a company organized under the laws of the British Virgin Islands (the “Investor”), CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company”), the Persons listed on Schedule 1 hereto (the “Shareholders”), and Mr. Tian Hui Tang as representative for the Shareholders (“Shareholders’ Representative” and together with the Investor, the Company and the Shareholders, the “Parties” and each individually sometimes referred to herein as a “Party”).

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