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”).
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”).
ContractWarrant Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN DAIRY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Note Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN DAIRY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
