REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated February 9, 2011, is between Greyhound Commissary, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated February 9, 2011, is between Greyhound Commissary, Inc. (the “Company”), a Nevada corporation, and each purchaser identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. (the “Lead Placement Agent”) and Newbridge Securities Corporation (the “Co-Placement Agent”).
ESCROW AGREEMENTEscrow Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks • New York
This ESCROW AGREEMENT, dated as of February 9, 2011 (this “Agreement”), is entered into by and among Greyhound Commissary, Inc., a Nevada corporation (the “Company”), Euro Pacific Capital, Inc. (the “Placement Agent”) and Escrow, LLC (the “Escrow Agent”). The Placement Agent and the Company are sometimes each referred to herein as an “Escrowing Party” and collectively, the “Escrowing Parties.”
GREYHOUND COMMISSARY, INC. COMMON STOCK PURCHASE WARRANTTanke Biosciences Corp • February 10th, 2011 • Blank checks
Initial Holder: Original Issue Date: February 9, 2011 No. of Shares Subject to Warrant: [____] Exercise Price Per Share: $1.40 Expiration Time: 5:00 p.m., New York time, on February 9, 2014
Operating AgreementOperating Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks
This Operating Agreement (this “Agreement”) is entered into by and among Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”), Guangzhou Tanke Industry Co., Ltd. (“Tanke”), and the undersigned shareholders of Tanke (collectively the “Shareholders”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui, Tanke and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks
This Voting Rights Proxy Agreement (this “Agreement”) is entered into by and among Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”), Guangzhou Tanke Industry Co., Ltd. (“Tanke” or the “Company”), and the undersigned shareholders of Tanke (collectively the “Shareholders”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui, Tanke and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
ContractSecurities Escrow Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks • New York
Consulting Services AgreementConsulting Services Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks
This Consulting Services Agreement (this “Agreement”) is entered into by and between Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”) and Guangzhou Tanke Industry Co., Ltd. (“Tanke”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui and Tanke are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
Call Option AgreementCall Option Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks • Delaware
Whereas, the Grantor is the principal shareholder of China Flying Development Limited (“China Flying”), a Hong Kong company;
Equity Pledge AgreementEquity Pledge Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks
This Equity Pledge Agreement (this “Agreement”) is entered into by and among Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”), Guangzhou Tanke Industry Co., Ltd. (“Tanke” or the “Company”), and the undersigned shareholders of Tanke (collectively the “Shareholders”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui, Tanke and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
ContractTanke Biosciences Corp • February 10th, 2011 • Blank checks
NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
Option AgreementOption Agreement • February 10th, 2011 • Tanke Biosciences Corp • Blank checks
This Option Agreement (this “Agreement”) is entered into by and among Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”), Guangzhou Tanke Industry Co., Ltd. (“Tanke”), and the undersigned shareholders of Tanke (collectively the “Shareholders”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui, Tanke and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
