Unassociated Document


    Exhibit
10.24

     


    SECURITIES
PURCHASE AGREEMENT

     

    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”).

     


    RECITALS

     


    A. 
         The Company and each Purchaser are executing
and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Regulation S (“Regulation S”) as
promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “1933
Act”);

     

    B. 
         The parties desire that, upon the terms and
subject to the conditions contained herein, the Company shall issue and sell to
the Purchasers, as provided herein, and the Purchasers shall purchase, in the
aggregate: (i) 5,890,500 shares of common stock, par value $0.001 per share (the
“Common Stock”); and
(ii) share purchase warrants (the “Warrants”) in the form
attached hereto as Exhibit A, to purchase up to an
additional 5,890,500 shares of the Company’s Common Stock (the “Warrant Shares”) (as
appropriately adjusted for any stock splits, reverse stock splits,
recapitalizations and other similar events occurring subsequent to the date
hereof, referred to herein as “Recapitalizations”) at an
exercise price of $0.50 per share; in exchange for an aggregate purchase price
of USD $1,178,100 (the “Offering”); and

     

    C. 
         The shares of Common Stock purchased
hereunder, the Warrants and the Warrant Shares are collectively referred to
herein as the “Securities”.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Purchasers hereby agree as follows:

     

    1. 
         PURCHASE AND SALE OF
SECURITIES.

     

    (a) 
       Purchase of
Securities.

     

    (i) 
         The Company shall issue and sell to each
Purchaser, and each Purchaser severally, but not jointly, agrees to purchase the
Securities from the Company on the Closing Date (as defined below), set forth on
the Schedule of Investors on Schedule I, for the
purchase price (“Purchase
Price”) indicated thereon.  The consummation of the transactions
contemplated herein shall be coordinated though and take place at the offices of
Richardson & Patel LLP at 10900 Wilshire Boulevard, Suite 500, Los Angeles,
California 90024, upon the satisfaction or waiver of all conditions to closing
set forth in this Agreement (the “Closing”).

     


    (ii) 
         On the date and at the time of Closing (“Closing Date”), each Purchaser
shall deliver their applicable Purchase Price by wire transfer of immediately
available funds to an account designated by the Company, and the Company shall
issue the Securities purchased by each of the Purchasers and deliver the same to
a designated representative of the Purchaser.

     

    (iii) 
         The aggregate purchase price for the Units to
be purchased by each Purchaser at the Closing (the “Purchase Price”) shall be the
amount set forth opposite such Purchaser’s name in column 5 of the Schedule of
Purchasers.  If the Purchaser is paying the Purchase Price in Chinese
Renminbi (“RMB”), the
applicable exchange rate from RMB to U.S. Dollars shall be the exchange rate at
the close of business on the business day immediately preceding the Closing
Date, as published by the Bank of China.

     

    (b) 
         Warrants.  On
the Closing Date, the Company will issue and deliver the Warrants to the
Purchasers.  Warrants to purchase five Shares will be issued for each one
dollar of Purchase Price as set forth on Schedule I.  The
exercise price to acquire a Warrant Share upon exercise of a Warrant shall be
$0.50 per share.   The Warrants shall be exercisable until two (2)
years after the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) 
         Allocation of Purchase
Price.   The Purchase Price will be allocated by each
Purchaser, among the components of the Securities so that each component of the
Securities will be fully paid and non-assessable.

     

    2. 
    PURCHASER REPRESENTATIONS
AND WARRANTIES.

     

    Each
Purchaser hereby severally, and not jointly, represents and warrants to the
Company that:

     

    (a) 
         Purchase for Own
Account.  Purchaser represents that it is acquiring ownership of the
Securities solely for investment for such person’s own account not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof,
and that such party has no present intention of selling, granting any
participation in, or otherwise distributing the same.  The acquisition by
Purchaser of any of the Securities shall constitute confirmation of the
representation by Purchaser that Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to
any of the Securities.

     

    (b) 
         Disclosure of
Information.  Purchaser has received all the information it
considers necessary or appropriate for deciding whether to acquire the
Securities.  Purchaser has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Securities and the business, prospects and financial condition of the
Company.

     

    (c) 
         Investment
Experience.  Purchaser represents that it can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the
investment in the Securities.  If the Purchaser is not an individual,
Purchaser also represents it has not been organized as an entity for the purpose
of acquiring the Securities.  Purchaser is aware of the risk involved in
its investment in the Securities and has determined that such investment is
suitable for Purchaser in light of its financial circumstances and available
investment opportunities.

     


    (d) 
        Not a U.S.
Person.   Purchaser (i) is domiciled and has its principal
place of business outside the United States; (ii) certifies it is not acquiring
the Securities for the account or benefit of any U.S. Person; and (iii)
certifies that at the time of the Closing, Purchaser will be located outside the
United States.  Furthermore, the Purchaser certifies that the Purchaser
is not any of the
following (a “U.S.
Person”):

     

    
      	 
      	
              (i)

            	
              a
      natural person resident in the United
States;

            


    

     

    
      	 
      	
              (ii)

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

     

    
      	 
      	
              (iii)

            	
              an
      estate of which any executor or administrator is a U.S.
      person;

            


    

     

    
      	 
      	
              (iv)

            	
              a
      trust of which any trustee is a U.S.
person;

            


    

     

    
      	 
      	
              (v)

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

     

    
      	 
      	
              (vi)

            	
              a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

            


    

     

    
      	 
      	
              (vii)

            	
              a
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
or

            


    

     

    
      	 
      	
              (viii)

            	
              a
      partnership or corporation organized or incorporated under the laws of any
      foreign jurisdiction, that has been is formed by a U.S.
      person.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e) 
        No Registration; Regulation
S.  Purchaser has been advised and acknowledges: (i) that the
Securities have not been, and when issued, will not be registered under the 1933
Act, the securities laws of any state of the United States or the securities
laws of any other country; (ii) that in issuing and selling the Securities
to Purchaser, the Company is relying upon the “safe harbor” provided by
Regulation S and/or on Section 4(2) under the Act; (iii) that it is a condition
to the availability of the Regulation S safe harbor that the Securities not be
offered or sold in the United States or to a U.S. Person until the expiration of
a period of one year following the Closing Date; (iv) that, notwithstanding the
foregoing, during the Restricted Period the Securities may be offered and sold
by the holder thereof only if such offer and sale is made in compliance with the
terms of this Agreement and either: (A) if the offer or sale is within the
United States or to or for the account of a U.S. Person (as such terms are
defined in Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the Act or
pursuant to an exemption from the registration requirements of the Act; or (B)
the offer and sale is outside the United States and is not made to a U.S.
Person.

     


     (f) 
         No Directed
Selling.  Purchaser has not engaged, nor is it aware that any party
has engaged, and Purchaser will not engage or cause any third party to engage in
any “directed selling” efforts (as such term is defined in Regulation S) in the
United States with respect to the Securities.  Specifically, the Purchaser
has not taken any action for purposes of, or could have the effect of,
conditioning the market or arousing interest for the Securities in the United
States, and the Purchaser has not placed any advertisements in any publication
or made any public announcement in any publication in the United States
regarding the offering of the Securities.

     

    (g) 
        Offshore
Transaction.  At the time of offering to Purchaser and communication
of Purchaser’s order to acquire the Securities and at the time of Purchaser’s
execution of this Agreement, the Purchaser was located outside the United
States.

     

    (h) 
        Not a
Distributor.  Purchaser is not a “distributor” as such term is
defined in Regulation S, and Purchaser nor any affiliate, representative or
agent of the Purchaser is a “dealer” as such term is defined in the Act. 
Specifically, the Purchaser does not intend to act as a distributor of the
Securities to any person, nor has the Purchaser entered into any agreement to
distribute the Securities.  The Purchaser is not in the business of buying,
selling, trading or brokering securities on behalf of others.

     

    (i) 
         Compliance with Non-U.S.
Laws.  Purchaser hereby represents that Purchaser has complied with
all local laws applicable to it, for the purchase of the Securities and entry
into this Agreement, including (i) the legal requirements of Purchaser’s
jurisdiction for the purchase and acquisition of the Securities, (ii) any
foreign exchange restrictions applicable to such purchase and acquisition, (iii)
any governmental or other consents that may need to be obtained, and (iv) the
transfer, income tax and other tax regulations, if any, which may be relevant to
the purchase, holding, redemption, sale, or transfer of the Securities. 
Purchaser’s subscription, purchase, acquisition and payment for, and Purchaser’s
continued beneficial ownership of, the Securities will not violate any
applicable securities or other laws of Purchaser’s jurisdiction.

     

    (j) 
         Legends. 
Purchaser understands that the certificates or other instruments representing
the Securities shall bear restrictive legends as required under U.S. securities
laws, and a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates),
which will restrict the transfer of the Securities:

     

    REGULATION S
LEGENDS

    


    “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 TO AN AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING
TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “THE
SHARES REPRESENTED BY THIS CERTIFICATE 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 TO AN AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING
TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    The
legends set forth above shall be removed and the Company shall issue a
certificate without such legends to the holder of the Securities upon which it
is stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for resale under the 1933 Act, (ii) in connection with
a sale, assignment or other transfer, such holder provides the Company with an
opinion of counsel, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the 1933 Act, or (iii) such holder provides
the Company with reasonable assurance that the Securities can be sold, assigned
or transferred pursuant to Regulation S, Rule 144 or Rule 144A.

     

    (k) 
       Validity;
Enforcement.  This Agreement to which such Purchaser is a party have
been duly and validly authorized, executed and delivered on behalf of such
Purchaser and shall constitute the legal, valid and binding obligations of such
Purchaser enforceable against such Purchaser in accordance with their respective
terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.

     

    (l) 
         Residency;
Organization.  If such Purchaser is an entity, (i) such Purchaser is
a resident of that jurisdiction specified below its address on the Schedule of
Purchasers and (ii) such Purchaser is a validly existing corporation, limited
partnership, or limited liability company (or similar entity) and has all
requisite corporate, partnership or limited liability company power and
authority to invest in the Securities pursuant to this Agreement.

     

    (m) 
       Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or any Purchaser for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of such Purchaser.

     


    3. 
    REPRESENTATIONS AND
WARRANTIES OF
THE COMPANY.

     

    The
Company represents and warrants to each of the Purchasers that:

     

    (a) 
       Organization and
Qualification.  The Company and its “Subsidiaries” (which for
purposes of this Agreement means any entity in which the Company, directly or
indirectly, owns capital stock or holds an equity or similar interest, after
giving effect to the Share Exchange) are entities duly organized and validly
existing in good standing under the laws of the jurisdiction in which they are
formed, and have the requisite power and authority to own their properties
and to carry on their business as now being conducted.  Each of the Company
and its Subsidiaries is duly qualified as a foreign entity to do business and is
in good standing in every jurisdiction in which its ownership of property or the
nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect.  As used in this Agreement,
“Material Adverse
Effect” means any material adverse effect on the business, properties,
assets, operations, results of operations, condition (financial or otherwise) or
prospects of the party making the representations, including its subsidiaries,
taken as a whole, or on the transactions contemplated hereby and the other
Transaction Documents or by the agreements and instruments to be entered into in
connection herewith or therewith, or on the authority or ability of the such
party to perform its obligations under the Transaction Documents (as
defined below).

     

    (b) 
       Authorization; Enforcement;
Validity.  The Company has the requisite power and authority to
enter into and perform its obligations under this Agreement and the Warrants,
and each of the other agreements entered into by the parties hereto in
connection with the transactions contemplated by this Agreement (collectively,
the “Transaction
Documents”) and to issue the Securities in accordance with the terms
hereof and thereof.  The execution and delivery of the Transaction
Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of
the Securities, have been duly authorized by the Company’s Board of Directors
and no further filing, consent, or authorization is required by the Company, its
Board of Directors or its shareholders, except for post-closing filings relating
to the Securities, or notifications required to be made under federal or state
securities laws.  This Agreement and the other Transaction Documents of
even date herewith have been duly executed and delivered by the Company, and
shall constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) 
       No Conflicts. 
The execution, delivery and performance of the Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Warrants,
and reservation for issuance and issuance of the Warrant Shares) will not (i)
result in a violation of the articles of incorporation of the Company, as
amended (“Articles of
Incorporation”)
or bylaws of the Company, as amended (“Bylaws”) or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or result in termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and the rules and regulations
of the OTC Bulletin Board (the “Principal Market”)) applicable
to the Company or any of its Subsidiaries or by which any property or asset of
the Company or any of its Subsidiaries is bound or affected, except in the cases
of clauses (ii) and (iii) for any such conflicts, violations or defaults which
can reasonably be expected to have no Material Adverse Effect.

     


    (d) 
       Consents.  The
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency or any
regulatory or self-regulatory agency or any other Person in order for it to
execute, deliver or perform any of its obligations under or contemplated by the
Transaction Documents, in each case in accordance with the terms hereof or
thereof, except for post-closing securities filings or notifications to be made
under federal or state securities laws.  All consents, authorizations,
orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the Closing Date.

     

    (e) 
       Conduct of Business;
Regulatory Permits.  Neither the Company nor its Subsidiaries is in
violation of any term of or in default under its corporate charter or their
organizational charter or articles of incorporation or bylaws,
respectively.  Neither the Company nor any of its Subsidiaries is in
violation of any judgment, decree or order or any statute, ordinance, rule or
regulation that are currently necessary or applicable to the operation of the
Company or its subsidiaries as currently conducted, and neither the Company nor
any of its Subsidiaries will conduct its business in violation of the foregoing
except for possible violations which would not, individually or in the
aggregate, have a Material Adverse Effect.

     

    (f) 
       Acknowledgment Regarding
Purchaser’s Purchase of
Securities.  The Company acknowledges and agrees that each Purchaser
is acting solely in the capacity of an arm’s length purchaser with respect to
the Transaction Documents and the transactions contemplated hereby and thereby
and that no Purchaser is (i) an officer or director of the Company, (ii) an
Affiliate of the Company or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).

     

    (g) 
       No General
Solicitation.  Neither the Company, nor any of its Affiliates, nor
any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Securities.

     

    (h) 
       Private Placement; No
Integrated Offering.  Subject to the accuracy of the Purchaser’s
representations and warranties in Section 2 of this Agreement, the offer and
sale by the Company of the Securities in conformity with the terms of this
Agreement constitute transactions that are exempt from registration under the
1933 Act.  None of the Company, its Subsidiaries, any of their Affiliates,
and any Person acting on their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security,
under circumstances that would require registration of any of the Securities
under the 1933 Act or cause this offering of the Securities to be integrated
with prior offerings by the Company for purposes of the 1933 Act or any
applicable stockholder approval provisions, including, without limitation, under
the rules and regulations of any exchange or automated quotation system on which
any of the securities of the Company are listed or designated.  None of the
Company, its Subsidiaries, their Affiliates and any Person acting on their
behalf will take any action or steps referred to in the preceding sentence that
would require registration of any of the Securities under the 1933 Act or cause
the offering of the Securities to be integrated with other
offerings.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (i) 
        Company’s Knowledge. 
For purposes of this Agreement, “knowledge of the Company” or the “Company’s
knowledge” means the actual knowledge of the executive officers (as defined in
Rule 405 under the 1933 Act) of the Company, after due inquiry.

     

    4. 
    COVENANTS.

     

    (a) 
       Best Efforts. 
Each party shall use its best efforts timely to satisfy each of the conditions
to be satisfied by it as provided in Sections 5 and 6 of this
Agreement.

     

    (b) 
       Conduct of
Business.  The business of the Company and its Subsidiaries shall
not be conducted in violation of any law, ordinance or regulation of any
governmental entity, except where such violations would not result, either
individually or in the aggregate, in a Material Adverse Effect.

     

    (c) 
       No Conflicting
Agreements.  The Company will not take any action, enter into any
agreement or make any commitment that would conflict or interfere in any
material respect with the Company’s obligations to the Purchasers under the
Transaction Documents.

     

    (d) 
       Compliance with
Laws.  The Company will comply in all material respects with all
applicable laws, rules, regulations, orders and decrees of all governmental
authorities.

     

    (e) 
       Reservation of Common
Stock.  The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of providing for the exercise of the Warrants, such number of shares of
Common Stock as shall from time to time be issuable upon the due exercise of the
Warrants.

     

    5. 
    CONDITIONS TO THE
COMPANY’S OBLIGATION TO
SELL.

     

    The
obligation of the Company hereunder to issue and sell the Securities to each
Purchaser at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion by providing each Purchaser with prior
written notice thereof:

     

    (a) 
       Such Purchaser shall have executed each of the
Transaction Documents to which it is a party and delivered the same to the
Company.

     

    (b) 
       Such Purchaser and each other Purchaser shall have
delivered the Purchaser’s Purchase Price to an account designated by the Company
by wire transfer of immediately available funds.

     

    (c) 
       The representations and warranties of such Purchaser
shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date), and such Purchaser shall have
performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Purchaser at or prior to the Closing
Date.

     


    6. 
    CONDITIONS TO EACH
PURCHASER’S OBLIGATION TO
PURCHASE.

     

    The
obligation of each Purchaser hereunder to purchase the Securities at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for each Purchaser’s
sole benefit and may be waived by such Purchaser at any time in its sole
discretion by providing the Company with prior written notice
thereof:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (a) 
       The Company shall have executed and delivered to such
Purchaser (A) each of the Transaction Documents, and (B) the Warrants being
purchased by such Purchaser at the Closing pursuant to this
Agreement.

     

    (b) 
       The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.

     

    (c) 
       The Company shall have obtained all governmental,
regulatory or third party consents and approvals, if any, necessary for the sale
of the Common Stock and Warrants, except for post-closing securities filings or
notifications required to be made under federal or state securities
laws.

     

    (d) 
       No judgment, writ, order, injunction, award or decree
of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have
been issued, and no action or proceeding shall have been instituted by any
governmental authority, enjoining or preventing the consummation of the
transactions contemplated hereby or by the other Transaction
Documents.

     

    7. 
    TERMINATION.  In
the event that the Closing shall not have occurred with respect to a Purchaser
on or before twenty (20) Business Days from the date hereof due to the Company’s
or such Purchaser’s failure to satisfy the conditions set forth in Sections 5
and 6 above (and the nonbreaching party’s failure to waive such unsatisfied
condition(s)), the nonbreaching party shall have the option to terminate this
Agreement with respect to such breaching party at the close of business on such
date without liability of any party to any other party.  In the event of
termination by the Company or any Purchaser of its obligations to effect the
closing pursuant to this Agreement, written notice thereof shall forthwith be
given to the other Purchasers and the other Purchasers shall have the right to
terminate their obligations to effect the closing upon written notice to the
Company and the other Purchasers.  Nothing in this Section 7 shall be
deemed to release any party from any liability for any breach by such party of
the terms and provisions of this Agreement or the other Transaction Documents or
to impair the right of any party to compel specific performance by any other
party of its obligations under this Agreement or the other Transaction
Documents.

    


    8. 
    COVENANTS.

     

    (a) 
       Piggy-back
Registration.  If the Company at any time proposes to register any
of its common stock, whether outstanding or issuable under convertible
securities or options and warrants (“Registrable Securities”) under
the Securities Act of 1933, as amended (“1933 Act”) for sale to the
public, whether for its own account or for the account of other security holders
or both, except with respect to registration statements on Forms S-4, S-8 or
another form not available for registering the common stock for sale to the
public, provided such shares are not otherwise registered for resale by the
Purchaser pursuant to an effective registration statement, the Company will
cause any Registrable Securities issued hereunder that have not been previously
registered to be included with the securities to be covered by the registration
statement proposed to be filed by the Company.

     

    (b) 
       Underwritten
Public
Offerings.  In the event that any registration pursuant to this
Section 8 shall be, in whole or in part, an underwritten public offering of
common stock of the Company, the number of shares of Registrable Securities to
be included in such an underwriting may be reduced by the managing underwriter
if and to the extent that the Company and the underwriter shall reasonably be of
the opinion that such inclusion would adversely affect the marketing of the
securities by the Company therein.   In connection with any
underwritten public offering of the Company’s securities, the Purchaser agrees
to enter into a lockup agreement in a form and on terms reasonably acceptable to
the Company that may restrict the resale of the Securities for a period of 180
days or more, in accordance with the recommendations of such
underwriter.

     

    (c) 
       Timing of
Registration.  Notwithstanding any of the provisions herein, if the
officers of the Company determine that it is in the best interest of the Company
to do so, the Company may withdraw or delay or suffer a delay of any
registration statement referred to in this Section 8 without thereby incurring
any liability to the Purchaser due to such withdrawal or delay.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9. 
    MISCELLANEOUS.

     

    (a) 
         Notices. 
 All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or permitted
to be given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be
received) or (b) on the first business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The addresses
for such communications shall be: (i) if to the Company to: China Yongxin
Pharmaceuticals Inc., 927 Canada Court, City of Industry, CA 91748, Attn:
Yongxin Liu, CEO, facsimile: (626) 581-9138, with a copy to: Richardson &
Patel, LLP, 10900 Wilshire Blvd., Suite 500, Los Angeles, CA 90024, Attn: Nimish
Patel, Esq., facsimile: (310) 208-1154, and (ii) if to the Purchaser, to the
name, address and facsimile number set forth on the signature page(s) of this
Agreement.

     


     (b) 
       Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. References to
Sections refer to sections of this Agreement unless otherwise
stated.

     

    (c) 
       Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated and the parties shall negotiate in good faith to modify this
Agreement to preserve each party’s anticipated benefits under this
Agreement.

     

    (d) 
       Miscellaneous. This Agreement
(together with all other documents and instruments referred to herein): (a)
constitutes the entire agreement and supersedes all other prior agreements and
undertakings, both written and oral, among the parties with respect to the
subject matter hereof; (b) except as expressly set forth herein, is not intended
to confer upon any other person any rights or remedies hereunder and (c) shall
not be assigned by operation of law or otherwise, except as may be mutually
agreed upon by the parties hereto.

     

    (e) 
       Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. 
Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of Los Angeles.  Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of Los Angeles, County of Los Angeles for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of the Agreement), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or is an  inconvenient venue for such
proceeding.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. 
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law.  If either party shall
commence an action or proceeding to enforce any provisions of the Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or
proceeding.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     (f) 
        Counterparts and Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
which together shall constitute a single agreement. This Agreement and any
documents relating to it may be executed and transmitted to any other party by
facsimile, which facsimile shall be deemed to be, and utilized in all respects
as, an original, wet-inked manually executed document.

     

    (g) 
       Amendment.  This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by the Company and the Purchasers.  Notwithstanding the
foregoing, the Company and the then current Purchasers acknowledge that
additional persons or entities (“Additional Investors”) may
become party to this Agreement after the date of this Agreement upon their
execution of this Agreement as a “Purchaser” and the Company’s delivery of an
executed counterpart to such Additional Investors.

     

    (h) 
       Parties In Interest. 
Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto.

     

    (i) 
        Waiver.  No
waiver by any party of any default or breach by another party of any
representation, warranty, covenant or condition contained in this Agreement
shall be deemed to be a waiver of any subsequent default or breach by such party
of the same or any other representation, warranty, covenant or condition. No
act, delay, omission or course of dealing on the part of any party in exercising
any right, power or remedy under this Agreement or at law or in equity shall
operate as a waiver thereof or otherwise prejudice any of such party’s rights,
powers and remedies. All remedies, whether at law or in equity, shall be
cumulative and the election of any one or more shall not constitute a waiver of
the right to pursue other available remedies.

     

    (j) 
        Expenses.  At
or prior to the Closing, the parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.

     

    [Signature Page
Follows]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each Purchaser and the Company have executed and delivered this
Securities Purchase Agreement as of the date first written above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    COMPANY:

                                  	 
      	
                                    CHINA
      YONGXIN PHARMACEUTICALS INC.

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	
                                    Yongxin
      Liu

                                  
	 
      	 
      	
                                    Chief
      Executive Officer

                                  
	 
      	 
      	 
      
	
                                    PURCHASERS:

                                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	
                                    Name
      of Purchaser (print)

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	
                                    Signature

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	
                                    Authorized
      Representative

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	
                                    Title

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                    Address
      of Purchaser:

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                      

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                    Telephone
      No.: 

                                  	
                                      

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                    Facsimile
      No.: 

                                  	
                                      

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	 
      	
                  

              	
                Investment
      Amount in US Dollars: $

              	
                  

              


      

    

      


    
      
         


      

      
         


        
          

        

      

      
         


      

    
  

    EXHIBITS

    
    

    Exhibit
A              Form
of Warrant

     

    SCHEDULES

    
 

    Schedule
I           Schedule of
Purchasers

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    SCHEDULE
OF PURCHASERS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (1)

                                	 
      	 	
                                  (2)

                                	 
      	 
      	
                                  (3)

                                	 
      	 
      	
                                  (4)

                                	 
      	 
      	
                                  (5)

                                	 
      
	
                                  Purchaser

                                	 
      	 	
                                  Address and

                                  Facsimile Number for Notices

                                	 
      	 
      	
                                  Number of Shares of

                                  Purchased Common

                                  Stock

                                	 
      	 
      	
                                  Number of 

                                  Warrant Shares

                                	 
      	 
      	
                                  Purchase Price

                                	 
      
	Seatech
      Investments Limited	 	 	
                                  Unit
      818, 81 Floor, China Insurance Group

                                  Building,
      No. 73 Connaught Rd. Central, Hong Kong

                                	 	 	 	2,937,000	 	 	 	2,937,000	 	 	$	587,400	 
	
                                    

                                	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Fame
      Win Investments Limited	 
      	 	
                                  

                                    Unit
      818, 81 Floor, China Insurance Group

                                    Building,
      No. 73 Connaught Rd. Central, Hong Kong

                                  

                                	 
      	 
      	 
      	2,953,500	 
      	 
      	 
      	2,953,500	 
      	 
      	$	590,700	 
      
	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

      


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule

     

    Schedule
prepared in accordance with Instruction 2 to Item 601 of Regulation
S-K

     

    The
Securities Purchase Agreements dated April 9, 2010, are substantially identical
in all material respects except as to the subscribers, the number of shares of
purchased common stock, number of warrant shares, and the purchase
price.

    
 

    
      
        
          
            
              
                	
                        Subscribers

                      	 
      	
                        Number of 

                        Shares of 

                        Purchased 

                        Common 

                        Stock

                      	 
      	 
      	
                        Number of 

                        Warrant

                        Shares

                      	 
      	 
      	
                        Purchase

                        Price

                      	 
      
	
                        Seatech
      Investments Limited

                      	 
      	 
      	
                        2,937,000

                      	 
      	 
      	 
      	
                        2,937,000

                      	 
      	 
      	
                        $

                      	
                        587,400

                      	 
      
	
                        Fame
      Win Investments Limited

                      	 
      	 
      	
                        2,953,500

                      	 
      	 
      	 
      	
                        2,953,500

                      	 
      	 
      	
                        $

                      	
                        590,700

                      	 
      
	
                        TOTAL

                      	 
      	 
      	
                        5,890,500

                      	 
      	 
      	 
      	
                        5,890,500

                      	 
      	 
      	
                        $

                      	
                        1,178,100