0001121781-09-000443 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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:

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SECURITIES PURCHASE AGREEMENT Dated as of ______________________, 2009 among TIANYIN PHARMACEUTICAL CO., INC. and THE PURCHASERS LISTED ON EXHIBIT A
Securities 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”).

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