ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (“Agreement”) is made as of January 16, 2008 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”).
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 • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • 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 • January 18th, 2008 • Viscorp, Inc. • Services-business services, nec • 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 18th, 2008 • Viscorp, Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of January 16, 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 CLASS A WARRANTWarrant 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.) $3.00 per share (the “Exercise Price”).
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”).
