SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] 8-K: (Original Filing)

[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 “] []

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] SC 13D/A: (Original Filing)

[13D CUSIP No. 830884102 Page 2 1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons John M. Gregory 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. 6. Citizenship or Place of Organization]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] SC 13D/A: 13D CUSIP No. 830884102 Page 2 1. Names

[13D CUSIP No. 830884102 Page 2 1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons John M. Gregory 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. 6. Citizenship or Place of Organization]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] 10-Q: (Original Filing)

[] [CONSULTING SERVICES AGREEMENT Agreement Company Consultant This CONSULTING SERVICES AGREEMENT (this “ RECITALS: WHEREAS, Board Representative WHEREAS Prior Consulting Agreement WHEREAS WHEREAS NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the Parties hereto agree as follows: 1. Continuing Services as the Representative Services Prior to This Agreement] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Weibing Lu, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bing Mei, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. May 15, 2014 Weibing Lu Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. May 15, 2014 Bing Mei Chief Financial Officer]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] 10-Q:

[] [CONSULTING SERVICES AGREEMENT Agreement Company Consultant This CONSULTING SERVICES AGREEMENT (this “ RECITALS: WHEREAS, Board Representative WHEREAS Prior Consulting Agreement WHEREAS WHEREAS NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the Parties hereto agree as follows: 1. Continuing Services as the Representative Services Prior to This Agreement] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Weibing Lu, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bing Mei, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. May 15, 2014 Weibing Lu Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. May 15, 2014 Bing Mei Chief Financial Officer]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] SC 13D/A: (Original Filing)

[CUSIP No. 830884102 13D Page 2 1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons John M. Gregory 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5.]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] SC 13D/A: CUSIP No. 830884102 13D Page 2 1. Names

[CUSIP No. 830884102 13D Page 2 1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons John M. Gregory 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5.]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] SC 13D/A: (Original Filing)

[13D CUSIP No. 830884102 Page 2 1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons John M. Gregory 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5.]

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