[July 14, 2014 STRICTLY CONFIDENTIAL Weibing Lu Chairman of the Board Skystar Bio-Pharmaceutical Company 4/F Building B, Chuangye Square, No. 48 Keji Road Gaoxin District, Xi’an Province, P.R. China Dear Chairman Lu: Agreement Company Wainwright Offering Securities This letter agreement (this “ Compensation; Reimbursement Closing A. Cash Fee 1. 2. 430 Park Avenue | New York, New York 10022 |] [skystar bio-pharmaceutical company Holder Initial Exercise Date Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise 1 Exercise Price $6.25 Exercise Price b) Cashless Exercise c) VWAP “ 2 Mechanics of Exercise d) DWAC i. ii. Rescission Rights iii. 3 Buy-In iv. No Fractional Shares or Scrip v. 4 Charges, Taxes and Expenses provided however vi. Closing of] [July 16, 2014 Skystar Bio-Pharmaceutical Company 4/F, Building B, Chuangye Square, No. 48 Keji Rd Gaoxin District, Xi’an, Shaanxi Province, P.R. China Ladies and Gentlemen: Skystar Bio-Pharmaceutical Company In connection with the issuance by In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] []