0001121781-10-000424 Sample Contracts

FORM OF WARRANT AMENDMENT
Securities Purchase Agreement • 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).

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