Exhibit 10.1 Joint Venture Shanxi Feihesantai Biology Science and Technology Industry, Ltd Article of Association No. 1 General Rules a) Based on Joint Venture Enterprise Law of People Republic of China, Santai Science and Technology Industry, Ltd...Joint Venture Agreement • May 17th, 2004 • American Dairy Inc • Blank checks
AMENDMENT TO STOCK EXCHANGE AGREEMENT This amendment (the "Amendment") to the Stock Exchange Agreement (the "Agreement"), is entered into as of this 5th day of March, 2003, by and among Lazarus Industries, Inc., a Utah corporation (hereinafter...Stock Exchange Agreement • March 5th, 2003 • Lazarus Industries Inc • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October _____, 2006, by and among American Dairy, Inc., a corporation organized under the laws of State of Utah, with its principal executive office at C-16 Shin Chen International Building, No. 10, Jiu-shen Road, Zho Yan Chu, Beijing, People’s Republic of China (the “Company”), and the undersigned investors (individually, an “Investor” and collectively, the “Investors”). All terms used but not defined herein shall have the meaning ascribed thereto in the Subscription Agreement by and among the Company and the Investors dated of even date herewith (the “Subscription Agreement”).
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is entered into this 28th day of March, 2003, by and between Lazarus Industries, Inc. ("Lazarus" or the "Company"), a corporation with its headquarters in Salt Lake City, Utah, American Dairy Holdings,...Consulting Agreement • April 15th, 2003 • Lazarus Industries Inc • Blank checks • Utah
AGREEMENT AND PLAN OF MERGER among Diamond Infant Formula Holding Limited, Platinum Infant Formula Holding Limited, Infant Formula Merger Sub Holding Inc. and Feihe International, Inc. Dated as of March 3, 2013Merger Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • Utah
AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2013 (this “Agreement”), among Diamond Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Platinum Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Feihe International, Inc., a Utah corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 10th, 2012 • Feihe International Inc • Dairy products • Utah
This Indemnification Agreement (“Agreement”) is dated as of [●] and effective as of [●], by and between Feihe International, Inc., a Utah corporation (the “Company”), and [●] (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Feihe International, Inc. and its subsidiaries, as appropriate.
RMB Loan ContractLoan Agreement • December 6th, 2006 • American Dairy Inc • Dairy products
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2008 • American Dairy Inc • Dairy products • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”), is dated as of April 15th, 2008, by and between American Dairy, Inc., a Utah corporation (the “Company”), and Jonathan Chou (the “Executive”).
AGREEMENTStock Purchase Agreement • April 15th, 2003 • Lazarus Industries Inc • Blank checks
AMERICAN DAIRY, INC. as the Company AMERICAN FLYING CRANE CORPORATION as the Guarantor and THE BANK OF NEW YORK, a New York banking corporation as the TrusteeIndenture • June 28th, 2007 • American Dairy Inc • Dairy products • New York
INDENTURE dated June 27, 2007 between AMERICAN DAIRY, INC., a Utah corporation (hereinafter called the “Company”), the parties listed on the signature pages hereto, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
LOAN AGREEMENTLoan Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • Indiana
This Loan Agreement dated August 30, 2011, is between You-Bin Leng having an address of Star City International Building, 10 Jiuxianqiao Road, C- I 6th Floor, Chaoyang District, Beijing 100016 ("Borrower") and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the "Lender").
PLEDGE AGREEMENTPledge Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • Indiana
This Pledge Agreement is made as of this 3rd day of May, 2012, by and between You-Bin Leng having an address of Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing 100016 (hereinafter the “Pledgor”) and Equities First Holdings, LLC, a Delaware limited liability company, with its principal office located at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (hereinafter the “Lender”).
STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is entered into as of this 15th day of January, 2003, by and among Lazarus Industries, Inc., a Utah corporation (hereinafter referred to as...Stock Exchange Agreement • January 21st, 2003 • Lazarus Industries Inc • Blank checks • Utah
AMENDED AND RESTATED NOTES PURCHASE AGREEMENT by and among AMERICAN DAIRY, INC. as the Company AMERICAN FLYING CRANE CORPORATION LANGFANG FEIHE DAIRY COMPANY LIMITED GANHAN FEIHE DAIRY COMPANY LIMITED SHANXI FEIHESANTAI BIOTECHNOLOGY SCIENTIFIC AND...Notes Purchase Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York
This Amended and Restated Notes Purchase Agreement (this “Agreement”) is dated as of June 1, 2007, by and between American Dairy, Inc., a Utah corporation (the “Company”), the other Group Companies listed on the signature pages hereto, the Controlling Shareholders (as defined below), and Citadel Equity Fund Ltd. (the “Purchaser”).
Product Purchase and Sale Contract (2)Product Purchase and Sale Contract • March 19th, 2007 • American Dairy Inc • Dairy products
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007 among American Dairy, Inc., a Utah corporation (the “Company”), American Flying Crane Corporation, a Delaware corporation wholly-owned by the Company (the “Guarantor”), Mr. Leng You-Bin and Mr. Liu Hua (together with Mr. Leng, the “Controlling Shareholders”) and Citadel Equity Fund Ltd., as the initial purchaser (the “Purchaser”) of the Notes (defined below).
EQUITY PURCHASE AGREEMENT by and among HEILONGJIANG MOVEUP FOOD CO., LTD. and HUNAN MULIN MODERN FOOD COMPANY, LTD. CHEN YUANRONG and AUSNUTRIA DAIRY (HUNAN) COMPANY LTD. Dated as of October 25, 2007Equity Purchase Agreement • October 31st, 2007 • American Dairy Inc • Dairy products
Each of Domestic Shareholder and Management Shareholder is referred to herein individually as a “Seller”, and collectively as the “Sellers”). Each of Purchaser, the Company and Shareholders shall be referred to in this Agreement as a “Party”, collectively “Parties.”
SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 21st, 2008 • American Dairy Inc • Dairy products
This SHARE PLEDGE AGREEMENT, dated as of November 12, 2008 (this “Agreement”), is executed among Mr. Leng You-Bin, being an individual resident in the People’s Republic of China (“Mr. Leng”), and American Dairy, Inc., a Utah corporation (the “Company”, and together with Mr. Leng, the “Pledgors”), and The Bank of New York Mellon, in its capacity as collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
SHARE SUBSCRIPTION AGREEMENT by and between MOVEUP LIMITED and AUSNUTRIA DAIRY INTERNATIONAL LTD. Dated: August 12, 2007Share Subscription Agreement • August 22nd, 2007 • American Dairy Inc • Dairy products
WHEREAS, the Company is authorized to issue 1,000,000 one class and one series ordinary shares with par value of US$1.00, out of which 1 share has been issued and is currently outstanding;
SUBSCRIPTION AGREEMENTSubscription Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of October_____, 2006, by and among American Dairy, Inc., a Utah corporation (the “Company”), and the subscribers identified on the signature page hereto (each, a “Subscriber” and collectively the “Subscribers”).
Joint Venture Shanxi Feihesantai Biology Science and Technology Industry, Ltd Article of Association No. 1 General RulesJoint Venture Agreement • August 19th, 2004 • American Dairy Inc • Blank checks
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 28th, 2007 • American Dairy Inc • Dairy products • New York
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007, by and among Mr. Leng You-Bin, an individual residing in the People’s Republic of China (“PRC”) (the “Executive”), and American Dairy, Inc., a Utah corporation (the “Company”).
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 2nd, 2011 • Feihe International Inc • Dairy products
THIS FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is made as of this 31st day of October, 2011 by and among Heilongjiang Feihe Dairy Co., Limited (“Feihe”), Jinyan Ma (“Ma,” and together with Feihe, the “Sellers”), and Haerbin City Ruixinda Investment Company Ltd. (“Purchaser”). Capitalized terms not defined herein have the meanings ascribed to them in that certain Equity Purchase Agreement dated as of August 1, 2011 (the “Original Effective Date”) by and among the Sellers and Purchaser (the “Equity Purchase Agreement”).
MSPEA IMF HOLDING LIMITED Walker House, 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands.Consortium Agreement • October 5th, 2012 • Feihe International Inc • Dairy products • Hong Kong
MSPEA IMF Holding Limited (“MSPEA”), a vehicle controlled by Morgan Stanley Private Equity Asia III, L.P. (“MSPEA III”), is interested in pursuing with you a possible acquisition (the “Transaction”) of all outstanding shares of capital stock in Feihe International, Inc. (the “Company”) through a special purpose vehicle (“Bidco”) to be owned by MSPEA, you and your affiliates and nominees (together with you, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and MSPEA agree to the following:
Dated March 3, 2013 HEILONGJIANG FEIHE DAIRY CO., LTD. （as Borrower） WING LUNG BANK LIMITED, SHANGHAI BRANCH （as Credit Bank） Credit AgreementCredit Agreement • March 4th, 2013 • Feihe International Inc • Dairy products
VOTING AGREEMENTVoting Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • New York
VOTING AGREEMENT, dated as of March 3, 2013 (this “Agreement”), by and between Platinum Infant Formula Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Feihe International, Inc., a Utah corporation (the “Company”), and the shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007, by and among (i) (a) American Dairy, Inc., a Utah corporation (the “Company”), (b) American Flying Crane Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“AFC”), (c) LangFang Feihe Dairy Company Limited, a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of the Company (“LangFang”), GanHan Feihe Dairy Company Limited, a limited liability company organized and existing under the laws of the PRC and a wholly-owned subsidiary of the Company (“GanHan”), Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited, a limited liability company organized and existing under the laws of the PRC and a wholly-owned subsidiary of the Company (“Shanxi”), Heilongjiang Feihe Dairy Co., Limited, a limited liability company organized and existing under the laws of the PRC and
AGREEMENT REGARDING 2006 NOTESAgreement Regarding 2006 Notes • November 21st, 2008 • American Dairy Inc • Dairy products • New York
THIS AGREEMENT REGARDING 2006 NOTES (the “Agreement”) is made and entered into as of this 12th day of November 2008, by and among AMERICAN DAIRY, INC., a Utah corporation (the “Company”), AMERICAN FLYING CRANE CORPORATION, a Delaware corporation (“AFC”), MR. LENG YOU-BIN, being an individual resident in the People’s Republic of China (“Mr. Leng”), and the INVESTORS listed on Schedule I attached hereto (each an “Investor”, and collectively, the “Investors”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 21st, 2008 • American Dairy Inc • Dairy products • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 12, 2008, is entered into by and between American Dairy, Inc., a Utah corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”) under each of the Citadel Indenture (as defined below) and the Other Indenture (as defined below), as applicable. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indentures (as defined below).
Equity Purchase Agreement by and among Heilongjiang Feihe Dairy Co., Limited and Jinyan Ma (collectively, “Sellers”)Equity Purchase Agreement • August 4th, 2011 • Feihe International Inc • Dairy products
AMENDED AND RESTATEDConvertible Note • November 21st, 2008 • American Dairy Inc • Dairy products • New York
This Note is being issued to amend, modify, restate and completely replace that certain 7.75% Convertible Note between the parties dated October 3, 2006 in the original principal amount of [__________] Dollars ($[________]) (the “Existing Note”), it being the intention of the undersigned and the Holder that all of the terms of the Existing Note, as amended hereby, are restated in and are replaced by the terms of this Note, but this Note shall not be deemed or construed to have been issued in payment, satisfaction, cancellation or novation of the Existing Note.
Re: Registration Rights Agreement dated October 2, 2006, as amended by First Amendment to Registration Rights Agreement dated November 12, 2008Registration Rights Agreement • November 21st, 2008 • American Dairy Inc • Dairy products
Reference is made to that certain Registration Rights Agreement, dated as of October 2, 2006, as amended by that certain First Amendment to Registration Rights Agreement dated November 12, 2008 (“Amendment”) (as so amended, the “Agreement”), by and among American Dairy, Inc. (the “Company”) and the Investors named therein. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Agreement.
Form of Accession LetterAccession Letter • June 28th, 2007 • American Dairy Inc • Dairy products
THIS UNDERTAKING is made as of the date above written by entities identified as Acceding Parties in the signature pages hereto (the “Acceding Parties”) in relation to that certain Amended and Restated Notes Purchase Agreement, (the “Amended Purchase Agreement”), dated May 31, 2007 by and among the Company, the Group Companies, the Controlling Shareholders and Citadel Equity Fund Ltd., as amended from time to time. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Amended Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2009 • American Dairy Inc • Dairy products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated August 26th, 2009, is made and entered into by and among American Dairy, Inc. (the “Company”), a company incorporated in the State of Utah in the United States, and Sequoia Capital China Growth Fund I, L.P. and its affiliates as set forth on the signature page (collectively, the “Purchasers” and individually, an “Purchaser”). The Company and the Purchasers are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • March 4th, 2013 • Feihe International Inc • Dairy products • New York
LIMITED GUARANTEE, dated as of March 3, 2013 (this “Limited Guarantee”), by Mr. You-Bin Leng (the “Chairman”) and Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, an exempted company incorporated in the Cayman Islands (the “Sponsor” and, together with the Chairman, the “Guarantors” and each, a “Guarantor”) in favor of Feihe International, Inc., a Utah corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
