Page 1. DEFINITIONS. 1 2. PURCHASE AND SALE OF THE SHARES. 9 2.1 Sale and Issuance of the Shares. 9 2.2 Closing. 9 2.3 Company Deliveries at Closing. 9 2.4 Deliveries by Global Rock, Charleston and Founders at Closing. 10 2.5 Investor Deliveries at...Preferred Stock Purchase Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
WHEREAS, the Company has created a new class of convertible preferred shares designated as Series A Preferred Stock (the "Series A Preferred Stock") through the adoption by the Board of Directors of the Company of a certificate of designation in the form attached as Exhibit A hereto (the "Certificate of Designation");
YAYI INTERNATIONAL INC. VOTING AGREEMENT Dated as of June 18, 2009Voting Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
The Company, Global Rock, the Founders and the Investor are herein referred to individually as a “Party” and collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
This Indemnification Agreement (this “Agreement”) is entered into as of ______ by and between Yayi International Inc., a Delaware company (the “Company”) and the undersigned, a director of the Company (“Indemnitee”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2009, between Yayi International Inc., a Delaware company (the “Company”), and SAIF Partners III L.P., a Cayman Islands exempted limited partnership (the “Fund”).
YAYI INTERNATIONAL INC. INVESTOR AND REGISTRATION RIGHTS AGREEMENT Dated as of June 18, 2009Investor and Registration Rights Agreement • June 19th, 2009 • Yayi International Inc • Dairy products • New York
WHEREAS, the Series A Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and among the Company, the Investor, and certain other parties thereto provides that the execution and delivery of this Agreement by the Parties hereto is a condition precedent to the consummation of the closing (the “Closing”) contemplated thereunder;
