ASSIGNMENT AND ASSUMPTION
Exhibit 99.3
Reference is hereby made to the Subscription Agreement, dated as of August 11, 2009, by and between American Dairy, Inc. and the Purchasers (as defined therein) (the “Subscription Agreement”). Capitalized terms used herein shall have the meanings ascribed to them in the Subscription Agreement, unless defined otherwise.
Pursuant to Section 10.13 of the Subscription Agreement, Sequoia Capital Growth Fund III, L.P., Sequoia Capital Growth Partners III, L.P., and Sequoia Capital Growth III Principals Fund (the “Assignors”), which were three of the Purchasers, hereby assign their rights and delegate their duties thereunder in whole to Sequoia Capital U.S. Growth Fund IV, L.P. (the “Assignee”), an Affiliate to the Assignors.
The Assignee hereby agrees to assume and be bound by the provisions of the Subscription Agreement.
SEQUOIA CAPITAL GROWTH FUND III, L.P.
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P.
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND
By: SCGF III Management, LLC
A Delaware Limited Liability Company
General Partner of Each
By: /s/ Xxxxxxx Xxxxxx
Managing Member
August 20, 2009
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P.
By: /s/ Xxxxxxx Xxxxxx
Managing Director
August 20, 2009
Acknowledged and Accepted by:
AMERICAN DAIRY, INC.
By: /s/ Leng You-Bin
Name: Leng You-Bin
Title: Chairman and Chief Executive Officer
August 20, 2009
