EXECUTION COPY
_____ _____ ____
DBS NOMINEES (PRIVATE) LIMITED, (as Lead Investor),
SEAVI ADVENT EQUITY V (A) LTD, (as Co-Investor and together with the Lead
Investor, the Investors),
Mr. CHI KWONG WAN, Mr. XUEXIANG AI and EASTERN WEALTHY INTERNATIONAL INVEST
LIMITED (together as Key Shareholders)
and
SINOCOM PHARMACEUTICAL, INC.
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
[exhibit101projectfarmspaf001.jpg] [exhibit101projectfarmspaf001.jpg]
Freshfields Bruckhaus Deringer LLP
i
CONTENTS
SECTION
PAGE
1.
AUTHORIZATION OF PREFERRED STOCK
1
2.
PURCHASE AND SALE OF PREFERRED STOCK
1
3.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
4
4.
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
22
5.
ADDITIONAL COVENANTS OF THE PARTIES
25
6.
INVESTORS' CLOSING CONDITIONS
27
7.
COMPANY CLOSING CONDITIONS
31
8.
COVENANTS
32
9.
INDEMNIFICATION
35
10.
TERMINATION AND INVESTOR TERMINATION FEE
40
11.
INTERPRETATION OF THIS AGREEMENT
42
12.
MISCELLANEOUS
52
ii
EXHIBITS
EXHIBIT A
FORM OF CERTIFICATE OF DESIGNATIONS
EXHIBIT B-1
ARTICLES OF INCORPORATION
EXHIBIT B-2
FORM OF AMENDED ARTICLES
EXHIBIT C-1
BYLAWS
EXHIBIT C-2
FORM OF AMENDED BYLAWS
EXHIBIT D
FORM OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT E
FORM OF INVESTORS' RIGHTS AGREEMENT
EXHIBIT F
FORM OF GUARANTEE
EXHIBIT G
FORM OF VOTING AGREEMENT
EXHIBIT H-1
FORM OF HERBS PURCHASE AGREEMENT
EXHIBIT H-2
FORM OF HERBS PURCHASE AGREEMENT
EXHIBIT I
FORM OF DISTRIBUTION AGREEMENT
EXHIBIT J
FORM OF LAND ACQUISITION CONTRACT
EXHIBIT K
FORM OF PLEDGE AGREEMENT
EXHIBIT L
FORM OF EMPLOYMENT CONTRACT
EXHIBIT M
FORM OF INDEMNIFICATION AGREEMENT
SCHEDULES
EXECUTION COPY
SINOCOM PHARMACEUTICAL, INC.
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This Series A Preferred Stock Purchase Agreement (this Agreement) is made as of
October 28, 2009, by and among Sinocom Pharmaceutical, Inc., a Nevada
corporation (the Company), Mr. Chi Kwong Wan, Mr. Xuexiang Ai and Eastern
Wealthy International Invest Limited, a British Virgin Islands limited company
(each a Key Shareholder and collectively the Key Shareholders), DBS Nominees
(Private) Limited, a limited private company incorporated in Singapore (the Lead
Investor) and each of the persons and entities listed on the Schedule of
Investors on Schedule 2.1 (together with the Lead Investor, the Investors).
The
Company and the Key Shareholders are hereinafter collectively referred to as the
Company Parties.
1.
AUTHORIZATION OF PREFERRED STOCK
The Company will prior to the Closing (as defined below), authorize and create a
series of its Preferred Stock consisting of 15,847,099 shares, $0.001 par value
per share, designated as its "Series A Redeemable Convertible Preferred Stock"
(the Series A Preferred Stock).
The terms, limitations and relative rights and
preferences of the Series A Preferred Stock will be set forth in the Certificate
of Designations, Number, Voting Powers, Preferences and Rights of Series A
Preferred Stock of the Company, a form of which is attached hereto as Exhibit A
(the Certificate of Designations).
The shares of Common Stock issuable upon
conversion of the Series A Preferred Stock are collectively referred to herein
as the Conversion Shares.
The shares of Series A Preferred Stock to be issued
on the Closing Date (as defined below) shall initially be convertible into
shares of Common Stock constituting