ESCROW AGREEMENTEscrow Agreement • January 28th, 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”).
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 WARRANTViscorp, Inc. • January 28th, 2008 • 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”).
CLASS A STOCK PURCHASE CLASS A WARRANTViscorp, Inc. • January 28th, 2008 • 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”).
