REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2008 • Ardmore Holding CORP • Services-computer programming services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2008, between Ardmore Holding Corporation, a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2008 • Ardmore Holding CORP • Services-computer programming services • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) is dated as of May 12, 2008, by and among Ardmore Holding Corporation, a Delaware corporation, with an address at 1608 West 2225 South, Woods Cross, Utah 84087 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
ARDMORE HOLDING CORPORATION SERIES D WARRANT TO PURCHASE ____ SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHAREYayi International Inc • September 22nd, 2008 • Services-computer programming services • New York
FOR VALUE RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Series D Warrant (the “Warrant”), from Ardmore Holding Corporation, a Delaware corporation (“Company”), at any time prior to 5:00 P.M., New York City time on June 6, 2011 at an exercise price per share equal to the Warrant Price (as defined), ___ shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. This Warrant is one of a series of Warrants of like tenor issued in connection with, among other things, (i) the Placement Agent Agreement (the “Placement Agreement”) dated January 7, 2008 by and between WestPark Capital, Inc. and Tianjin Yayi Industrial Co., Ltd. and (ii) the transactions contemplated by the Amended and Restated Securities Purchase Agreement, dated
Loan Agreement (English Translation)Loan Agreement • February 14th, 2011 • Yayi International Inc • Dairy products • Beijing
In accordance with laws and rules of the People’s Republic of China and on the basis of fairness, through negotiation, the parties reached the following agreements:
English Translation of Employment AgreementEnglish Translation of Employment Agreement • January 31st, 2011 • Yayi International Inc • Dairy products • Tianjin
EMPLOYMENT AGREEMENT, dated on May 21, 2009, is hereby entered into by and between Fung Shek, a Hong Kong citizen with an identification number of E750805(4) (the “Executive”) and Tianjin Yayi Industrial Co., Ltd. with the executive offices at 9 Xing Guang Road, Zhong Bei Industrial Zone, Xi Qing District, Tianjin, China (the “Company”).
English Translation of Shaanxi Province Construction Agreement (Model Contract) Prepared by Department of Construction of Shaanxi Province Administration for Industry and Commerce of Shaanxi ProvinceProvince Construction Agreement • August 15th, 2011 • Yayi International Inc • Dairy products
In accordance with the "Contract Law of the People’s Republic of China," the "Construction Law of China" and other relevant laws, administrative rules and regulations, on a basis of equality, voluntariness, fairness and the principles of honesty and credibility, the parties entered into this agreement regarding the construction work hereof (this “Agreement”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2010 • Yayi International Inc • Dairy products
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
Supplemental Agreement (English Translation)Supplemental Agreement • June 29th, 2010 • Yayi International Inc • Dairy products
Party A and Party B signed Goat Milk Odor Elimination Technology License Agreement on April 10, 2001 (“Original Agreement”). Under the Original Agreement, Party A agrees to authorize Party B to use two proprietary technologies regarding physical treatment of goat milk and chemical treatment of goat milk (“Proprietary Technologies”) for fee for a period of ten years upon the end of which Party B shall have the right to continue using such Proprietary Technologies free of any further charges. The license fee for such Proprietary Technology is RMB 0.2 million Yuan per year, RMB 2 million Yuan in total. Up to the signing date of this supplementary agreement, Party B has paid RMB 0.2 million Yuan to Party A.
English Translation of Employment AgreementEnglish Translation of Employment Agreement • March 2nd, 2010 • Yayi International Inc • Dairy products • Tianjin
EMPLOYMENT AGREEMENT, dated on Feb. 24, 2010, is hereby entered into by and between Chen (Veronica) Jing, a Chinese citizen with an identification number of 120106196601157029 (the “Executive”) and Tianjin Yayi Industrial Co., Ltd. with the executive offices at 9 Xing Guang Road, Zhong Bei Industrial Zone, Xi Qing District, Tianjin, China (the “Company”).
Page 1. DEFINITIONS. 1 2. PURCHASE AND SALE OF THE SHARES. 9 2.1 Sale and Issuance of the Shares. 9 2.2 Closing. 9 2.3 Company Deliveries at Closing. 9 2.4 Deliveries by Global Rock, Charleston and Founders at Closing. 10 2.5 Investor Deliveries at...Preferred Stock Purchase Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
WHEREAS, the Company has created a new class of convertible preferred shares designated as Series A Preferred Stock (the "Series A Preferred Stock") through the adoption by the Board of Directors of the Company of a certificate of designation in the form attached as Exhibit A hereto (the "Certificate of Designation");
SETTLEMENT AGREEMENTSettlement Agreement • December 1st, 2009 • Yayi International Inc • Dairy products • New York
This Settlement Agreement is made on and entered into as of November 24, 2009, between Yayi International Inc. (formerly known as Ardmore Holding Corporation), a Delaware corporation (the “Company”) and each of the several holders of Notes and Warrants (as defined below) named in Schedule I hereto (each such holder, a “Holder” and, collectively, the “Holders”).
Raw Goat Milk Supply Agreement (English Translation)Supply Agreement • January 31st, 2011 • Yayi International Inc • Dairy products
Pursuant to the 'Contract Law of the People's Republic of China' and the 'Regulations of dairy products quality and safety supervision and administration ', and on the basis of equality, willingness, fairness and sincerity, Party A and Party B have hereby entered into this Contract
YAYI INTERNATIONAL INC. AWARD AGREEMENTEmployee Stock Option and Stock Award Plan • June 4th, 2010 • Yayi International Inc • Dairy products • Delaware
Yayi International Inc., a Delaware corporation (the "Company"), has granted to the Participant named on the Notice of Grant of Options (the "Notice of Grant"), which is attached hereto, an option (the "Option") to purchase that number of shares ("Shares") set forth on the Notice of Grant at the exercise price per Share set forth on the Notice of Grant (the "Exercise Price"), subject to all of the terms, definitions and provisions in this Yayi International Inc. 2010 Employee Stock Option and Stock Award Plan Award Agreement ("Agreement") and the Company's 2010 Employee Stock Option and Stock Award Plan (as applicable, the "Plan"), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. The terms defined in the Plan shall have the same defined meanings in this Agreement.
Logo) SPD BANK Shanghai Pudong Development Bank Entrusted Loan ContractYayi International Inc • March 23rd, 2009 • Dairy products
Since the client, Tianjin Haitai Investment Guarantee Co., Ltd. (addressed as the “client” hereinafter) entrusts the borrower to release the loan (Entrusting Contract for Entrusted loan No.: 77072008280080) and the borrower, Tianjin Yayi Industrial Co., Ltd. (addressed as the “borrower” hereinafter) applies for the loan, the three parties discussed and drafted the contract on the basis of mutual fairness.
Goat Milk Odor Elimination Technology License Agreement (English Translation)Elimination Technology License Agreement • June 29th, 2010 • Yayi International Inc • Dairy products
In consideration of mutual cooperation to develop goat milk production, Party A and Party B reach the following agreements in accordance with the Contract Law of the People’s Republic of China:
LOAN AGREEMENT by and between YAYI INTERNATIONAL INC. as Borrower and SAIF PARTNERS III L.P. as Lender Dated: April 30, 2010Loan Agreement • May 6th, 2010 • Yayi International Inc • Dairy products • New York
NOW, THEREFORE, in consideration of the foregoing premises, the respective representations and warranties, covenants and agreements contained herein, the parties hereto agree as follows:
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • October 1st, 2010 • Yayi International Inc • Dairy products • New York
This CLOSING ESCROW AGREEMENT, dated as of September 27, 2010 (this “Agreement”), is entered into by and among Yayi International Inc., a Delaware 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.”
Working Capital Loan Agreement (English Translation)Yayi International Inc • November 14th, 2011 • Dairy products
According to Section 2.1 herein, Party A applies for a loan from Party B. In order to set forth the obligations and rights of both parties, after negotiation, Party A and Party B reach the following agreement (this “Agreement”) in accordance with the Contract Law and other laws and regulations.
Project Construction Contract The People’s Government of Linwei District, Weinan City Tianjin Yayi Industrial Co., Ltd. July 2008Project Construction • September 22nd, 2008 • Yayi International Inc • Services-computer programming services
According to the Contract Law of the People’s Republic of China and related statute, and based on negotiation, both parties have agreed to signed the contract allowing party B to invest in Weibei Industrial Park of Weinan High-Tech Industrial Development Area to establish goat milk process project:
Supplementary Agreement to The House Property Transfer Contract Dated January 15, 2007Supplementary Agreement • February 13th, 2009 • Yayi International Inc • Dairy products
Since party A and B had signed the Plant Transfer Contract on January 15, 2007, both parties have negotiated and achieved the following agreement on the above mentioned Plant Transfer Contract on the basis of the relevant laws and regulations of the People’s Republic of China:
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 1st, 2010 • Yayi International Inc • Dairy products • New York
This MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), effective as of September 27, 2010, is entered into by and among Yayi International Inc., a Delaware corporation (the “Company”), Global Rock Stone Industrial Ltd, a British Virgin Islands company (the “Make Good Pledgor”), Euro Pacific Capital, Inc., as Investor agent (“Investor Agent”) and Escrow, LLC, as escrow agent (“Escrow Agent”).
English Translation of Shanghai Pudong Development Bank Working Capital Loan AgreementLoan Agreement • August 15th, 2011 • Yayi International Inc • Dairy products • Hong Kong
Whereas the Borrower applies for a working capital loan from the Creditor and the Creditor agrees to grant a loan to the Borrower. To specify their rights and obligations, the two parties hereby enter into this Agreement after negotiation in accordance with the Contract Law, General Rules of Loan and relevant laws and regulations.
YAYI INTERNATIONAL INC. SERIES F COMMON STOCK PURCHASE WARRANTYayi International Inc • October 1st, 2010 • Dairy products
This Warrant is being issued pursuant to a Securities Purchase Agreement, dated ____, 2010 (the “SPA”), by and among the Company, the Initial Holder and the other parties thereto.
AMENDMENT NUMBER 1 TO YAYI INTERNATIONAL INC. AWARD AGREEMENTAward Agreement • February 16th, 2012 • Yayi International Inc • Dairy products • Delaware
THIS AMENDMENT NUMBER 1 TO YAYI INTERNATIONAL INC. 2010 EMPLOYEE STOCK OPTION AND STOCK AWARD PLAN AWARD AGREEMENT, dated as of February 10, 2012 (this “Amendment”), is entered into by and between Yayi International Inc., a Delaware company (the “Company”) and Kenneth Lee (the “Optionee”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned them in the Yayi International Inc. 2010 Employee Stock Option and Stock Award Plan Award Agreement, between the Company and the Optionee, dated June 11, 2010 (the “Award Agreement”).
Working Capital Loan Agreement (English Translation)Capital Loan Agreement • November 15th, 2010 • Yayi International Inc • Dairy products
According to Section 2.1 herein, Party A applies for a loan from Party B. In order to set forth the obligations and rights of both parties, after negotiation, Party A and Party B reach the following agreement (this “Agreement”) in accordance with the Contract Law and other laws and regulations.
English Translation of Shanghai Pudong Development Bank Working Capital Loan AgreementCapital Loan Agreement • August 16th, 2010 • Yayi International Inc • Dairy products • Hong Kong
Whereas the Borrower applies for a working capital loan from the Creditor and the Creditor agrees to grant a loan to the Borrower. To specify their rights and obligations, the two parties hereby enter into this Agreement after negotiation in accordance with the Contract Law, General Rules of Loan and relevant laws and regulations.
TIANJIN RURAL COMMERCIAL BANK Working Capital Loan Agreement (English Translation)Capital Loan Agreement • June 29th, 2011 • Yayi International Inc • Dairy products
The Borrower (Party A): Milkgoat (China) Goat Dairy Co., Ltd. Address: Block D1C, Xinmao Science and Technology Park, Huayuan Industrial Park, Tianjin, China. 300384 Legal representative: Li Liu
YAYI INTERNATIONAL INC. VOTING AGREEMENT Dated as of June 18, 2009Voting Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
The Company, Global Rock, the Founders and the Investor are herein referred to individually as a “Party” and collectively as the “Parties.”
Lease Contract of PremisesArdmore Holding CORP • June 12th, 2008 • Services-computer programming services
The leaser leases a leasehold with a total area of about 30,165 square meters to the lessee, including a three-story building of milk powder and milk tablet workshops with an area of 13,365 square meters, a two-story building of liquid milk workshop with an area of 6,360 square meters, and a three-story building of warehouses with an area of 10,440 square meters.
Building Property Transfer AgreementBuilding Property Transfer Agreement • June 12th, 2008 • Ardmore Holding CORP • Services-computer programming services
In accordance with the Contract Law of the People’s Republic of China and laws and regulations related to building property, Party A and Party B have reached an agreement under the principle of being equal, voluntary, fair, honest credit, law-abiding to conclude the following contract.
English Translation of Agreement on GMP Cleaning Workshop InstallationYayi International Inc • August 16th, 2010 • Dairy products
Signing Date: May 26, 2010 Project Location: Silver Sea Road, Tianjin Jinghai Development Area Tender: Tianjin Yayi Industrial Co., Ltd.(hereinafter referred to as Party A) Address: No.9 Xingguang Road,Northen Industrial Park of Zhongbei Town, Xiqing District, Tianjin Contractors: Tianjin Jinquan Co., Ltd. Tianjin Development Zone(hereinafter referred to as Party B) Address: No. 109 Tianjin Unicom Building, Tianjin Economic and Technological Development Zone
Logo) SPD BANK Shanghai Pudong Development Bank Short-Term Loan AgreementYayi International Inc • March 23rd, 2009 • Dairy products
Note: the RMB interest rate means annual interest rate, while the variance should be noted with period. For type A loan, the due date should be filled; while for type B loan, the latest date for the customer to repay the loan should be indicated.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2010 • Yayi International Inc • Dairy products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 27, 2010, among Yayi International Inc., a Delaware corporation (the “Company”), the investors listed on the Schedule of Investors attached hereto as Exhibit A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. (the “Placement Agent”).
Form of Loan Agreement (English Translation)Yayi International Inc • June 29th, 2010 • Dairy products
The Borrower (Party A): Tianjin Yayi Industrial Co., Ltd. Address: Block D1CXinmao Science and Technology Park, Huayuan Industrial Park, Tianjin, China. 300384 Legal representative: Li Liu
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
This Indemnification Agreement (this “Agreement”) is entered into as of ______ by and between Yayi International Inc., a Delaware company (the “Company”) and the undersigned, a director of the Company (“Indemnitee”).
