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).
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).
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.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2008 • American Dairy Inc • Dairy products • New York
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 12th day of November, 2008 by and among American Dairy, Inc., a corporation organized under the laws of State of Utah (the “Company”), and the undersigned investors (individually, an “Investor” and collectively, the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
Right to Purchase [______] shares of Common Stock of American Dairy, Inc. (subject to adjustment as provided herein) AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 21st, 2008 • American Dairy Inc • Dairy products • New York
This Warrant amends and restates it is entirety that certain Warrant (the “Existing Warrant”) between the parties dated October 2, 2006 (the “Closing Date”), it being the intention of the parties that all of the terms of the Existing Warrant, as amended hereby, are restated in and are replaced by the terms of this Warrant, but this Warrant shall not be deemed or construed to have been issued in payment, satisfaction, cancellation or novation of the Existing Warrant.
