0001144204-11-051437 Sample Contracts

AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products

AMENDED AND RESTATED PLEDGE AGREEMENT (this “Amended Pledge Agreement”), dated as of this 30th day of August, 2011, by and among Yang Yong Shan, a resident of the People’s Republic of China (the “Pledgor”), the Law Offices of Molino & Associates, as Pledge Agent (the “Pledge Agent”) on behalf of the Pledgees set forth on Schedule A affixed hereto (each a “Pledgee” and collectively the “Pledgees”), and the Pledgees.

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August 30, 2011
Securities Purchase Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products • New York
PLEDGE AGREEMENT
Pledge Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products

PLEDGE AGREEMENT (this “Agreement”), dated this 31st day of August, 2011, by and among Yang Yong Shan, a resident of the People’s Republic of China (the “Pledgor”), Emerald Dairy Inc., a Nevada corporation (the “Company”), Legend Merchant Group, Inc., a __________ corporation, as Pledge Agent (the “Pledge Agent”), and JAG Multi Investment, LLC, a New York limited liability company (the “Pledgee”).

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products

THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT is dated and effective as of August 31, 2011 (the “Third Amendment”), by and among Emerald Dairy Inc., a Nevada corporation (the “Company”), and JAG Multi Investments, LLC, a New York limited liability company (the “Investor”).

AMENDED AND RESTATED PUT AGREEMENT
Put Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products • New York

THIS AMENDED AND RESTATED PUT AGREEMENT (“Amended Put Agreement”) is made and entered into this 30th day of August, 2011, by and between AFH Holding and Advisory, LLC, a limited liability company organized and existing under the laws of the State of California, with an address at 9595 Wilshire Blvd., Suite 700, Beverly Hills, CA 90212 (“AFH”) and the Investors set forth on Schedule A affixed hereto (each an “Investor” and collectively the “Investors”).

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products

THIS AMENDMENT TO LOAN AGREEMENT is dated as of August 30, 2011 (this “Amendment”), by and between Emerald Dairy Inc., a Nevada corporation (the “Company”), and Xiang Li Zhao, a resident of the People’s Republic of China (the “Lender”).

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2011 • Emerald Dairy Inc • Dairy products

THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT is dated as of August 30, 2011 (this “Second Amendment”), by and among Emerald Dairy Inc., a Nevada corporation (the “Company”), and the investors set forth on the signature page hereto (each an “Investor” and collectively the “Investors”).

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