Yayi International Inc.: Exhibit 10.1 - Prepared by TNT Filings Inc.










Exhibit 10.1


SETTLEMENT AGREEMENT


This Settlement Agreement is made on and entered into as of
November 24, 2009, between Yayi International Inc. (formerly known as Ardmore
Holding Corporation), a Delaware corporation (the “Company”) and each of
the several holders of Notes and Warrants (as defined below) named in Schedule I
hereto (each such holder, a “Holder” and, collectively, the
“Holders”).

RECITALS


Pursuant to the Amended and Restated Securities Purchase
Agreement, dated as of May 12, 2008, between the Company and each purchaser
party thereto (the “Purchase Agreement”), the Company issued an
aggregate of 52 units consisting of (i) an 8% convertible promissory note in the
principal amount of $25,000 and (ii) the Company’s series A warrants to
subscribe for 11,575 shares of the Company’s common stock, or in the aggregate
$1,300,000 principal amount of 8% convertible promissory notes (the “Notes”) and
series A warrants to subscribe for 601,900 shares of the Company’s common stock
(the “Warrants”). 

In connection with the Purchase Agreement, the Company entered
into the Registration Rights Agreement, dated as of May 12, 2008, with the
Purchasers (the “Registration Rights Agreement”) pursuant to which the
Company granted registration rights to the Purchasers in respect of the
Company’s common stock issuable upon conversion of the Notes or exercise of the
Warrants. 

The Company has not filed any registration statement in
accordance with the terms of the Registration Rights Agreement.

In full settlement of the Company’s obligations under the
Registration Rights Agreement and the claims of the Holders thereunder, the
Company and each Holder hereby agree as follows: 

AGREEMENT


1. 

 Conversion. Each Holder will convert the entire
principal amount of and accrued interest on all of the Notes held by such Holder
into the Company’s common stock at a conversion price of $1.08 per share. Each
Holder will deliver on the date hereof all of its Notes together with the
prescribed Conversion Notice for conversion on December 6, 2009. The Company
will cause shares of common stock, without any restrictive legends, to be issued
and delivered to the Holders pursuant to the Conversion Notices.

2. 

 Adjustment of Warrant Exercise Price. In accordance
with Section 8 of the Warrants, the Company hereby notifies each Holder and
confirms that the Warrant Price (as defined in the Warrants) has been adjusted
to $0.98 per share of common stock. The Company will cause shares of common
stock, without restricted legends, to be issued and delivered to each Holder
upon the exercise of the Warrants held by such Holder, provided that the
exercise is a cashless exercise pursuant to Section 19 of the Warrants. For this
purpose, the Company and each Holder agree that all condition precedents set
forth in Section 19 of the Warrants for such cashless exercise are waived, and Holders may elect a
cashless exercise of the Warrants at all times.




3. 

 Liquidated Damages. In full settlement of the
Company’s obligations under the Registration Rights Agreement and the claims of
the Holders thereunder, the Company will pay to each Holder liquidated damages
in the aggregate amount equal to 1/52 of $140,000 for each $25,000 principal
amount of Notes held by such Holder. The Company will fulfill its obligation
under this Section 3 by paying to Wellfleet Partners, Inc., as representative of
the Holders, an aggregate of $140,000 on or before December 6, 2009, for pro
rata distribution to the Holders. Upon making such payment, the Registration
Rights Agreement will, as between the Company and each Holder, terminate and all
obligations of the Company thereunder will be discharged and all claims against
the Company arising therefrom will be released. 

4.


 
Effectiveness. This Agreement takes effect on the
date hereof upon execution by all parties hereof, including all the Holders.


5. 

 Governing Law. This Agreement is governed by the laws
of the State of New York. 

[Signature page follows.] 




IN WITNESS WHEREOF, the parties have executed this Settlement
Agreement as of the date first written above. 

	 	YAYI INTERNATIONAL INC. 
	 	 
	 	 
	 	By: 	 	 
	 	Name: 	Li LIU 
	 	Title: 	Chairwoman and CEO



[SIGNATURE PAGE OF HOLDERS FOLLOWS] 




[SIGNATURE PAGE OF HOLDERS] 


Name of Holder:
__________________________

Signature of Authorized Signatory of
Holder: __________________________

Name of Authorized Signatory:
_________________________

Title of Authorized Signatory:
__________________________