INDEPENDENT DIRECTOR AGREEMENT OF TIANYIN PHARMACEUTICAL CO., INC.Independent Director Agreement • June 6th, 2012 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • Hong Kong
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2012 (the “Effective Date”), by and between Tianyin Pharmaceutical Co., Inc., a Delaware corporation (the “Company”), and Mr. Bo Tan, a citizen of China, with a permanent residence at ______________________________________________ (the “Independent Director”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2009 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares:
ESCROW AGREEMENTEscrow Agreement • March 3rd, 2008 • Viscorp, Inc. • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (“Agreement”) is made as of December 15, 2007 by and between Viscorp, Inc. (the “Company”); Time Poly Management Limited, a British Virgin Islands corporation (“Time Poly”); Happyvale Limited, a British Virgin Islands corporation (“Happyvale”); Fartop Management Limited, a British Virgin Islands corporation (“Fartop”); Cmark Holdings Co., Ltd., a corporation organized under the laws of the Cayman Islands (“Cmark”); the investors listed on Schedule A (the “Investors” and together with Cmark, Time Poly, Happyvale and Fartop, the “Management Team” and together with the Company, the “Parties”); and Leser, Hunter, Taubman & Taubman, with offices at 17 State Street, Suite 1610, New York, NY 10004 (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENT Dated as of ______________________, 2009 among TIANYIN PHARMACEUTICAL CO., INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • October 30th, 2009 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of _________________, 2009 by and among Tianyin Pharmaceutical Co., Inc a Delaware corporation, (the “Company”) and the Purchaser who has executed this Agreement on the signature page hereof (the “Purchaser”).
SHARE EXCHANGE AGREEMENT by and among Raygere Limited, a British Virgin Islands company and the Shareholders of Raygere Limited, on the one hand; and Viscorp Inc., a Delaware corporation, and the Majority Shareholders of Viscorp, Inc., on the other...Share Exchange Agreement • March 3rd, 2008 • Viscorp, Inc. • Pharmaceutical preparations • New York
This Share Exchange Agreement ("Agreement"), dated as of January 16, 2008, is made and entered into among VisCorp, Inc., a Delaware corporation (“VSCO”), Raygere Limited ("Tianyin"), a British Virgin Islands corporation, the owners of record of all of the issued and outstanding stock of Tianyin as listed in Exhibit A (the “Shareholders”) and Charles Driscoll (the "Shell Indemnifying Shareholder").
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 3rd, 2008 • Viscorp, Inc. • Pharmaceutical preparations • Virgin Islands
THIS SHARE TRANSFER AGREEMENT (this "Agreement") is made on January 16, 2008 by and among Stewart Shiang Lor (the "Transferor") and each of the individuals listed in Schedule A hereto (collectively the "Transferees" and each a "Transferee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2008 • Viscorp, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of January 25, 2008 by and among VISCORP, INC. (to be renamed TIANYIN PHARMACEUTICAL CO., INC.), a Delaware corporation (the “Company”), and the Persons who have executed the counterpart signature pages of this Agreement as an Investor (the “Investor”).
CLASS B STOCK PURCHASE WARRANTWarrant Agreement • January 28th, 2008 • Viscorp, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, _______________________________, or its registered assigns, (the “Holder”) is entitled to purchase from VISCORP, INC. (to be renamed Tianyin Pharmaceutical Co., Inc.), a Delaware corporation, (the “Company”), at any time or from time to time during the period specified in Section 2 hereof, that that number of shares of the Company’s Common Stock, without par value per share (the “Common Stock”), as shall be equal to fifty percent (50%) of the number of shares of Common Stock (the “Conversion Shares”) that are issuable upon conversion of the amount of Series A Preferred Stock of the Company to be received by the Holder in exchange for his or its Note, all pursuant to the terms and conditions of the “Securities Purchase Agreement” (as hereinafter defined), at an exercise price of equal to (U.S.) $3.00 per share (the “Exercise Price”).
ESCROW AGREEMENTEscrow Agreement • September 7th, 2006 • Viscorp, Inc. • Services-business services, nec
WHEREAS, Obligor has filed its Form SB-1 with the Securities and Exchange Commission providing for a Minimum Public Offering sale of 150,000 shares of common stock at $0.50 per share as a condition of sale of its common stock to the public; and
Advisory AgreementAdvisory Agreement • May 29th, 2009 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This Agreement is made as of March 15, 2009, by and between Tianyin Pharmaceutical Co., Ltd. (“Company”), a Chinese company with its principal offices at 11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu, P. R. China 610072, and TriPoint Capital Advisors, LLC (“Advisor”), a Maryland, United States, limited liability company, with its principal offices at 400 Professional Drive, Suite 310 Gaithersburg, Maryland 20879.
Consulting AgreementConsulting Agreement • June 6th, 2012 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) dated and effective this 4th day of June, 2012 by and between Tianyin Pharmaceutical Co., Inc, a Delaware corporation (“TPI” or the “Company”), and James T. McCubbin (“Consultant”).
CLASS A STOCK PURCHASE CLASS A WARRANTWarrant Agreement • January 28th, 2008 • Viscorp, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, _______________________________, or its registered assigns, (the “Holder”) is entitled to purchase from VISCORP, INC. (to be renamed Tianyin Pharmaceutical Co., Inc.), a Delaware corporation, (the “Company”), at any time or from time to time during the period specified in Section 2 hereof, that that number of shares of the Company’s Common Stock, without par value per share (the “Common Stock”), as shall be equal to fifty percent (50%) of the number of shares of Common Stock (the “Conversion Shares”) that are issuable upon conversion of the amount of Series A Preferred Stock of the Company to be received by the Holder in exchange for his or its Note, all pursuant to the terms and conditions of the “Securities Purchase Agreement” (as hereinafter defined), at an exercise price of equal to (U.S.) $2.50 per share (the “Exercise Price”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 26th, 2006 • Viscorp, Inc. • Pennsylvania
WARRANT AMENDMENTWarrant Amendment • January 14th, 2011 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This WARRANT AMENDMENT (this “Amendment”) is dated as of January 14, 2010 by and among Tianyin Pharmaceutical Co., Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor”, collectively, the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).
INVESTOR RELATIONS AGREEMENTInvestor Relations Agreement • May 29th, 2009 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This Investor Relations Agreement is made this the 25th day of March 2009, between Chesapeake Group, Inc. (hereinafter referred to as "Consultant"), and Tianyin Pharmaceutical Inc. (hereinafter referred to as "Corporation" and together with Consultant, the "Parties"):
LOCK-UP AGREEMENTLock-Up Agreement • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • New York
THIS AGREEMENT (this "Agreement") is dated as of January 16, 2008, by and among Viscorp Inc., a Delaware corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
CLASS A STOCK PURCHASE CLASS A WARRANTClass a Warrant Agreement • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • New York
THIS CERTIFIES THAT, for value received, _______________________________, or its registered assigns, (the “Holder”) is entitled to purchase from VISCORP, INC. (to be renamed Tianyin Pharmaceutical Co., Inc.), a Delaware corporation, (the “Company”), at any time or from time to time during the period specified in Section 2 hereof, that that number of shares of the Company’s Common Stock, without par value per share (the “Common Stock”), as shall be equal to fifty percent (50%) of the number of shares of Common Stock (the “Conversion Shares”) that are issuable upon conversion of the amount of Series A Preferred Stock of the Company to be received by the Holder in exchange for his or its Note, all pursuant to the terms and conditions of the “Securities Purchase Agreement” (as hereinafter defined), at an exercise price of equal to (U.S.) $2.50 per share (the “Exercise Price”).
ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (“Agreement”) is made as of January 15, 2008, by and between (the “Placement Agent”); Viscorp, Inc., a Delaware corporation (the “Issuer”) and Leser, Hunter, Taubman & Taubman with offices at 17 State Street, Suite 1610, New York, New York 10004 (the “Escrow Agent”).
FORM OF WARRANT AMENDMENTWarrant Amendment • December 2nd, 2010 • Tianyin Pharmaceutical Co., Inc. • Pharmaceutical preparations • New York
This WARRANT AMENDMENT (this “Amendment”) is dated as of November 30,2010 by and among Tianyin Pharmaceutical Co., Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor”, collectively, the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).
