Exhibit 10.1


 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of May 14, 2013, by and between China Biologic
Products, Inc., a Delaware corporation (the “Company”) and WP X Biologics LLC (the “Purchaser”).


 


RECITALS


 


This Agreement is being
delivered pursuant to the Share Purchase Agreement, dated April 29, 2013, among Ms. Lin Ling Li (the “Selling Stockholder”),
Mr. Ze Qin Lin and the Purchaser (the “Purchase Agreement”), pursuant to which the Purchaser agrees to
purchase 3,112,920 shares (the “Shares”) of common stock (“Common Stock”) of
the Company.


 


The Company and the Purchaser
hereby agree as follows:


 


1. Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective meanings set forth in
this Section 1:


 


“2009 Holders”
means the holder or holders, as the case may be, from time to time of the registrable securities issued in the Company’s
June 2009 private placement transaction.


 


“2010 Holders”
means the holder or holders, as the case may be, from time to time of the registrable securities pursuant to the registration right
agreement dated December 10, 2010.


 


“Advice”
has the meaning set forth in Section 8(b).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144 (as defined below).


 


“Agreement”
has the meaning set forth in this first paragraph of this Agreement.


 


“Business
Day” means any a day, other than Saturday, Sunday or other day on which commercial banks in Beijing or Hong Kong
are authorized or required by applicable law to close.


 


“Company”
has the meaning set forth in this first paragraph of this Agreement.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, $0.0001 par value per share.


 


“Effectiveness
Date” means (a) with respect to the Mandatory Shelf Registration Statement required to be filed under Section
2(a), the 60th day following the relevant Filing Date, or (b) with respect to any additional Registration Statement that may be
required pursuant to Section 3(c), the 60th day following the filing of such additional Registration Statement.


 






    	 



    	 



    

 


“Effectiveness
Period” has the meaning set forth in Section 2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” has the meaning set forth in Section 2(a).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” has the meaning set forth in Section 6(c).


 


“Indemnifying
Party” has the meaning set forth in Section 6(c).


 


“Losses”
has the meaning set forth in Section 6(a).


 


“Mandatory
Shelf Registration Statement” has the meaning set forth in Section 2(a).


 


“New York
Courts” has the meaning set forth in Section 9(h).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Piggyback
Registration Statement” has the meaning set forth in Section 3(a).


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened in writing.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Purchase
Agreement” has the meaning set forth in the recitals herein.


 


“Purchaser”
has the meaning set forth in this first paragraph of this Agreement.


 






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“Registrable
Securities” means: (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event, or any exercise price adjustment with respect to any of the Shares; provided
however, that once any such securities referred to in foregoing clauses (i) or (ii) have been sold pursuant to a Registration Statement
or are eligible for resale without restriction under Rule 144 of the Securities Act, they shall no longer constitute Registrable
Securities.


 


“Registration
Statement” means any registration statement required to be filed in accordance with this Agreement to register
the Registrable Securities including the Prospectus, amendments and supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated
by reference therein.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 415
Comment” has the meaning set forth in Section 2(b).


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Stockholder” has the meaning set forth in the recitals herein.


 


“Shares”
has the meaning set forth in the recitals herein.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not
listed on a Trading Market, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin
Board, or (iii) if the Common Stock is not quoted on a Trading Market or the OTC Bulletin Board, a day on which the Common Stock
is quoted in the over-the-counter market as reported by The Pink Sheets, LLC (or any similar organization or agency succeeding
to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in
(i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of The New York Stock Exchange, the NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global
Market, or The NASDAQ Global Select Market, on which the Common Stock is listed or quoted for trading on the date in question.


 






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“Underwritten
Offering” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.


 


2. Shelf Registration.


 


(a) As soon as possible
but no later than the date that is 120 days following the date hereof (or such later date as the Purchaser may specify, the “Filing
Date”), the Company shall use best efforts to prepare and file with the Commission a Registration Statement covering
the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (such initial Registration
Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory
Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith), and shall contain the Plan of Distribution attached hereto as Annex A.
The Company shall use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities
Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Mandatory
Shelf Registration Statement continuously effective under the Securities Act until such time as all of the Registrable Securities
covered by such Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction
pursuant to Rule 144 under the Securities Act (the “Effectiveness Period”). The Mandatory Shelf Registration
Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available
(including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale
over the Internet) by the Holders of any and all Registrable Securities. If the Registrable Securities shall be resold by the Holders
in an Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided
that if the underwriters for the offering shall determine that marketing factors require a limitation in the number of shares to
be included in such offering, then the securities to be sold by the Holders shall be included in such registration before any securities
proposed to be sold for the account of the Company.


 


(b) In the event the
Commission seeks to characterize the Mandatory Registration Statement as constituting an offering of securities by or on behalf
of the Company or in any other manner, such that the Commission does not permit such Registration Statement to become effective
and be used for resales in a manner that does not constitute such an offering, or permit the continuous resale at the market by
Holder or other holders participating therein (or as otherwise may be acceptable to Holder) without being named therein as an “underwriter,”
(a “Rule 415 Comment”), then the Company shall reduce the number of shares to be included by the Holders
in such Registration Statement on a pro rata basis, based on the total number of Registrable Securities then held by each such
Holder that is included in the Registration Statement, until such time as the Commission shall so permit such Registration Statement
to become effective; provided, however, that the number of Registrable Securities to be included in the Mandatory Registration
Statement shall not be reduced unless all other securities of the Company held by (i) the Selling Stockholder; (ii) the Company’s
directors, officers, other employees and consultants; and (iii) other holders of the Company’s capital stock with registration
rights that are inferior (with respect to such reduction) to the registration rights of the Holders set forth herein, are first
entirely excluded from the registration. In addition, in the event that the Commission requires Holder to be specifically identified
as an “underwriter” in order to permit such Registration Statement to become effective, and Holder does not consent
to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total
number of Registrable Securities to be registered on behalf of Holder, until such time as the Commission does not require such
identification or until Holder accepts such identification and the manner thereof. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall thereafter use its reasonable best efforts to find alternative methods
to register the Registrable Securities with the Commission for resale by Holder; and (ii) in the event the Company, after conducting
a pre-filing conference with the Commission, if possible, reasonably determines that it is unable to, or it is inadvisable for
the Company to attempt to, register all of the Registrable Securities in a single registration statement, then the Company may
elect to fulfill the registration requirements hereunder by registering the Registrable Securities in two or more Registration
Statements; provided that the Company shall use its reasonable best efforts to file each subsequent Registration Statement no later
than the earlier of (A) sixty (60) calendar days following the date on which the last of the Registrable Securities registered
under the preceding Registration Statement were sold or (B) six (6) months following the date on which the preceding Registration
Statement was declared effective.


 






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(d) Within three Trading
Days of the date on which a Mandatory Shelf Registration Statement under this Section 2 becomes effective, the Company shall cause
its counsel to issue a blanket opinion to the transfer agent stating that the Registrable Securities are subject to an effective
registration statement and can be reissued free of restrictive legend upon notice of a sale by any Holder and confirmation by such
Holder that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent
orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be
delivered to each Holder within the time frame set forth above.


 


3. Piggyback Registrations.


 


(a) If, after the date
hereof, the Company proposes to file a registration statement under the Securities Act providing for a public offering of the Company’s
securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission
as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated
by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Company
shall notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration
Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such Piggyback
Registration Statement all or part of the Registrable Securities held by such Holder shall, within ten days after delivery of the
above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number
of Registrable Securities such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to
such inclusion, such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of
the Registrable Securities. Any election by any Holder to include any Registrable Securities in such Piggyback Registration Statement
shall not affect the inclusion of such Registrable Securities in any Mandatory Shelf Registration Statement until such Registrable
Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company shall have
the right to remove from any Mandatory Shelf Registration Statement, the Registrable Securities sold pursuant to the Piggyback
Registration Statement.


 






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(b) At any time, the
Company may terminate or withdraw any Piggyback Registration Statement referred to in Section 3(a), and without any obligation
to any such Holder whether or not any Holder has elected to include Registrable Securities in such registration. The Company shall
also have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount
of time whether or not any Holder has elected to include Registrable Securities in such registration.


 


(c) The Company shall
advise the Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement.
The right of any such Holder’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to
this Section 3(c) shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of
such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. All Holders proposing to
distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary
form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires,
powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably
required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably
request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations
or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are
customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if at any time the
managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included,
or the Company receives a Rule 415 Comment with respect to any such Piggyback Registration Statement, then the managing underwriters
may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the Underwritten Offering,
and any Shares included in the Piggyback Registration Statement and the Underwritten Offering shall be allocated, first, to the
Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such Piggyback Registration
Statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder that is requesting
inclusion; provided, however, that the number of Registrable Securities to be included in the Piggyback Registration Statement
shall not be reduced unless all other securities of the Company held by (i) the Selling Stockholder; (ii) the Company’s directors,
officers, other employees and consultants; and (iii) other holders of the Company’s capital stock with registration rights
that are inferior (with respect to such reduction) to the registration rights of the Holders set forth herein, are first entirely
excluded from the underwriting and registration. For the avoidance of doubt, the securities included in such Registration Statement
by the 2009 Holders and the 2010 Holders shall have priority over the shares held by any Holder and shall not be subject to any
reduction hereunder unless all other shares held by the Holders are first reduced. If any Holder disapproves of the terms of any
such Underwritten Offering that is undertaken in compliance with the terms hereof, such Holder may elect to withdraw therefrom
by providing written notice to the Company and the underwriter, delivered at least ten Trading Days prior to the effective date
of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall
be excluded and withdrawn from the Piggyback Registration Statement.


 






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(d) By electing to
include Registrable Securities in the Piggyback Registration Statement, if any, the Holder shall be deemed to have agreed not to
effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included
in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including
a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter (but
in no event for a period longer than 60 days following the effective date of the Piggyback Registration Statement; provided that
each of the officers and directors of the Company that hold shares of Common Stock or securities convertible into or exchangeable
or exercisable for shares of Common Stock are subject to restrictions at least as burdensome as those applicable to the Holders
for not less than the entire time period required of the Holders hereunder).


 


(e) The Company’s
obligation to file any Mandatory Shelf Registration Statement under Section 2 shall not be affected by the filing or effectiveness
of the Piggyback Registration Statement under this Section 3.


 


4. Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a) Not less than four
Trading Days prior to the filing of a Registration Statement, the Company shall furnish to each Holder copies of such document
which will be subject to the review of such Holder. The Company shall not file a Registration Statement to which a Holder reasonably
objects in writing (including via e-mail).


 


(b) (i) Prepare and
file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to
be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule
424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration
Statement or any amendment thereto and, as promptly as reasonably possible provide, upon request, the Holders true and complete
copies of all correspondence from and to the Commission relating to such Registration Statement that would not result in the disclosure
to the Holders of material and non-public information concerning the Company; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable
Securities covered by each Registration Statement.


 






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(c) Notify the Holders
as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing and,
in the case of (v) below, not less than three Trading Days prior to the financial statements in any Registration Statement becoming
ineligible for inclusion therein) and (if requested by any such Person) confirm such notice in writing no later than one Trading
Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement
is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v)
of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement,
Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(d) Use its reasonable
best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e) Promptly deliver
to each Holder, without charge, one electronic copy of each Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus
and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.


 


(f) Prior to any resale
of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or “blue sky” laws of such jurisdictions within the United
States as any Holder reasonably requests in writing (including via e-mail), to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction. In connection with the Company’s obligations under this Section 4(f), the Company shall
promptly following the Effectiveness Date, qualify for a “Manual’s Exemption” allowing for secondary trading
in the Company’s Common Stock once the Company has a listing in Standard & Poor’s Rating Services, Moody’s
Investor Service, or other similar nationally recognized securities manual.


 






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(g) Cooperate with
the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request.


 


(h) Upon the occurrence
of any event contemplated by Section 4(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration
Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


5. Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
for trading, and (B) in compliance with applicable state securities or “blue sky” laws), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, but shall exclude underwriter’s discounts and commissions and stock transfer tax applicable
to sale of Registrable Securities and fees and disbursements of one counsel for the Holders (not to exceed $100,000). In addition,
the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. Notwithstanding the foregoing, the Company shall
not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request
is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which
case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be
included in the withdrawn registration); provided, however, that if at the time of such withdrawal, the Holders have learned of
a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of
their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse
change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.


 






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6. Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable
attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.


 


(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising
solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon
information regarding such Holder, provided by such Holder to the Company in the Selling Securityholder Notice and Questionnaire
attached hereto as Annex B (as amended or supplemented), or furnished in writing to the Company by such Holder expressly
for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration
Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence
of an event of the type specified in Section 4(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder
of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or
the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event
shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by
such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 






    	-10-



    	 



    

 


(c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement
of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 






    	-11-



    	 



    

 


All fees and expenses
of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred,
within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined
that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such
Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder).


 


(d) Contribution.
If a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 6(c), any reasonable attorneys' or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 6(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 






    	-12-



    	 



    

 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


7. Covenants of
the Company


 


(a) No Superior
Registration Rights. The Company covenants and agrees that it will not grant any registration rights to any other party that
are more senior than the equivalent provisions contained in this Agreement after the date hereof.


 


(b) Listing in Alternative
Jurisdictions. The Company covenants and agrees that, in the event that any listing of the Registrable Securities shall take
place in a non-U.S. jurisdiction that regulates the registration or listing of securities, if commercially feasible the Company
will offer the Purchaser registration rights substantially comparable to the terms contained herein.


 


8. Covenants of
the Holder


 


(a) Compliance.
In connection with inclusion of its shares in any registration hereunder, a Holder shall provide, on a timely basis, such information
concerning the Holder as the Company may reasonably request, including without limitation, completing or updating the Selling Securityholder
Notice and Questionnaire attached hereto as Annex B. Each Holder also covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant
to the Registration Statement.


 


(b) Discontinued
Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 4(c), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus
and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental
filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company
may provide appropriate stop orders to enforce the provisions of this paragraph.


 


9. Miscellaneous.


 


(a) Fees and Expenses.
Except as specified, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of
this Agreement.


 


(b) Entire Agreement.
This Agreement, together with the Annexes hereto, contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents and annexes.


 






    	-13-



    	 



    

 


(c) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (China time) on a Business Day, (b) the next
Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (China time) on any date and earlier than
11:59 p.m. (China time) on such date, (c) the Business Day following the date of mailing, if sent by a nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as follows:


 


	If to the Company:	China Biologic Products, Inc.
	 	
        18th Floor, Jialong International Building

        19 Chaoyang Park Road

        Chaoyang District, Beijing 100125

	 	People’s Republic of China
	 	Telephone: +86-10-6698-3166
	 	Attention: Chief  Financial Officer
	
         

        If to the Purchaser:
	
         

        Warburg Pincus LLC

	 	450 Lexington Avenue
	 	New York, NY 10017
	 	Telephone: +1 (212) 878 0600
	 	Facsimile: +1 (212) 878 9200
	 	Attention: Timothy J. Curt
	
         

        With a copy to:
	
         

        Warburg Pincus Asia LLC

	 	Suite 6703, Two IFC
	 	8 Finance Street
	 	Hong Kong
	 	Telephone: +(852) 2536 6183
	 	Facsimile: +(852) 3010 3338
	 	Attention: Andrew Chan
	 	 


 


or such other address
as may be designated in writing hereafter, in the same manner, by such Person.


 


(d) Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Holders
holding a majority in principal amount of the Registrable Securities. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.


 






    	-14-



    	 



    

 


(e) Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as
if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement.


 


(f) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser;
provided, however, the Company shall assign this Agreement to any other corporation that succeeds to all or substantially all of
its business pursuant to any reorganization or sale or disposition of substantially all of its assets, and the Company shall not
enter into any such transaction unless and until such successor assumes all rights and obligations of the Company hereunder pursuant
to a written agreement for the benefit of the Holders (it being understood that if such successor is the issuer of the Common Stock
and such assumption of the rights and obligations of the Company hereunder occurs by operation of law, that such successor shall
not be required to execute a written agreement for the benefit of the Holders). The Purchaser may assign any or all of its rights
and obligations under this Agreement to any transferee of Registrable Securities, provided such assignee agrees in writing to be
bound, with respect to the transferred Registrable Securities, by the provisions hereof and thereof that apply to the “Holder”
of such Registrable Securities.


 


(g) No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person except as provided in Section
9(f) hereof.


 


(h) Governing Law.
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 NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW THEREOF THAT WOULD APPLY ANY OTHER LAW. Each party agrees that all Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates,
employees or agents) may be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the
“New York Courts”). Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
the New York Courts 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 this Agreement), and hereby irrevocably waives, and agrees
not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or
that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such 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 manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






    	-15-



    	 



    

 


(i) Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or electronic transmission of portable document format (pdf), such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page
or signature electronically transmitted in pdf were an original thereof.


 


(j) Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


(k) Remedies.
The remedies provided herein are cumulative and not exclusive of any remedies provided by law. In addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled
to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action
for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


SIGNATURE PAGES TO
FOLLOW]


 






    	-16-



    	 



    

 


 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 





	 	CHINA BIOLOGIC PRODUCTS, INC.	 
	 	 	 
	 	By: /s/ Ming Yang	 
	 	Name: Ming Yang	 
	 	Title: Chief Financial Officer	 
	 	 	 
	 	 	 
	 	WP X BIOLOGICS LLC	 
	 	 	 
	 	By:/s/ Timothy J. Curt	 
	 	Name:Timothy J. Curt	 
	 	Title:Vice President and Treasurer	 



 






    	 



    	 



    

 


ANNEX A


 


Plan of Distribution


 


The selling stockholders
and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when
selling shares:


 


	 	· 	ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;
	 	· 	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;





	 	· 	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	· 	an exchange distribution in accordance with the rules of the applicable exchange;





	 	· 	privately negotiated transactions;
	 	· 	to cover short sales made after the date that this Registration Statement is declared effective by the Commission;





	 	· 	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	 	· 	a combination of any such methods of sale; and





	 	· 	any other method permitted pursuant to applicable law.


 


The selling stockholders
may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.


 


Broker-dealers engaged
by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary
in the types of transactions involved.


 


The selling stockholders
may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock
from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.


 


Upon the Company being
notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale
of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker
or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
(i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the
Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of Common
Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.


 






    	 



    	 



    

 


The selling stockholders
also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.


 


The selling stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the
sale of the securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented
and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of the
selling stockholder’s business and, at the time of its purchase of such securities such selling stockholder had no agreements
or understandings, directly or indirectly, with any person to distribute any such securities.


 


The Company has advised
each selling stockholder that it may not use shares registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a selling
stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of
the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act
and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable
to such selling stockholders in connection with resales of their respective shares under this Registration Statement.


 


The Company is required to pay all fees
and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the Common
Stock. The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


 






    	 



    	 



    

 


ANNEX B


 


CHINA BIOLOGIC PRODUCTS,
INC.


Selling Securityholder
Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”),
understands that the Company intends to file with the Securities and Exchange Commission (the “Commission”)
a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement, dated as of May ___, 2013 (the “Registration Rights Agreement”), among the Company and the
Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address
set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.
	 	 
	 	(a)	
        Full Legal Name of Selling Securityholder
        exactly as it should appear in the Registration Statement:

         

         



 


	 	 	 
	 	 	 
	 	(b)	
        Full Legal Name of Natural Control Person
        (which means a natural individual who directly or indirectly alone or with others has power to vote or dispose of the securities
        covered by this questionnaire):

         



 


	 	 	 


 


	2. 	Address for Notices to Selling Securityholder:



 


	
        ____________________________

         

        ____________________________

         

         

        Telephone:
	 


 


	Fax:	 


 


	Contact Person:	 


 


	3. 	Beneficial Ownership of Registrable Securities:



 





	 	
        Type and Principal Amount of securities to
        be included in the Registration Statement (the “Registrable Securities”):

         

         

         

	 	 	 


 






    	 



    	 



    

 


	4. 	Broker-Dealer Status:



 


	 	(a)	Are you a broker-dealer?


 


		Yes  ̈ 	No  ̈



 


	 	Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(b)	Are you an affiliate of a broker-dealer?


 


		Yes  ̈	No  ̈



 


	 	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


		Yes  ̈	No  ̈



 


	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	5. 	Beneficial Ownership of Other Securities of the Company Owned.





 








	 		Except as set forth below in this Item 5, the undersigned is not the beneficial
    or registered owner of any securities of the Company other than the Registrable Securities listed above in Item
    3.










 


	 	
        Type and Amount of Other Securities
beneficially owned by the Selling Securityholder:

         

        

	 	 


 





	6. 	Relationships with the Company:





 





Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


	 	
        State any exceptions here:

         

	 	 


 






    	 



    	 



    

 


The Company has advised
each selling stockholder that it is the view of the Commission that it may not use shares registered on the Registration Statement
to cover short sales of Common Stock made prior to the date on which the Registration Statement is declared effective by the Commission,
in accordance with 1997 Securities and Exchange Commission Manual of Publicly Available Telephone Interpretations Section A.65.
If a selling stockholder uses the prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements
of the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities
Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable
to such selling stockholders in connection with resales of their respective shares under the Registration Statement.


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the Effective Date for the Registration Statement.


 


Certain legal consequences
arise from being named as a Selling Securityholder in the Registration Statement and related prospectus. Accordingly, the undersigned
is advised to consult their own securities law counsel regarding the consequence of being named or not being named as a Selling
Securityholder in the Registration Statement and the related prospectus.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion
of such information in the Registration Statement and the related prospectus. The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus. The undersigned hereby elects to include the Registrable Securities owned by it and listed above in Item 3 (unless
otherwise specified in Item 3) in the Registration Statement.


 






    	 



    	 



    

 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 





	Date:	Beneficial Owner:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: