Unassociated Document


    American
      Dairy, Inc.

    Star
      City
      International Building, 10, Jiuxianqiuo Road, 

    C-16th
      Floor,
      Chaoyang

    Beijing,
      The People’s Republic of China

    


    November
      12, 2008

    


    


    
      	 	
              Re:

            	
              Registration
                Rights Agreement dated October 2, 2006, as amended by First Amendment
                to
                Registration Rights Agreement 

              dated
                November 12, 2008

            


    

    


    


    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.

    


    The
      Company and certain of the Investors named in the Agreement (as identified
      by
      their signatures below, the “Waiving
      Investor(s)”)
      wish
      to modify the Agreement with respect to certain rights of the Waiving Investors,
      and agree as follows, provided
      that
      such
      modifications shall be effective only with respect to the Registrable Securities
      held by such Waiving Investors.

    


    1. Notwithstanding
      anything in the Agreement to the contrary, from and after October 1, 2008,
      (i)
      the Company shall be obligated to make the payments to the Waiving Investors
      required by Section 2(c) of the Agreement if, and only if, the Registration
      Statement is not declared effective by the SEC by 5:30 p.m. Washington, D.C.
      time on June 30, 2009 (the “June
      Deadline”),
      and
      (ii) the Company shall be obligated to make the payments to the Waiving
      Investors required by Section 8(c) of the Agreement if, and only if, the Company
      shall not timely comply with its reporting and filing obligations under the
      1934
      Act by April 15, 2009 (the “April
      Deadline”).
      In
      the event that the Registration Statement is declared effective by the SEC
      by
      the June Deadline, and the Company shall comply with its reporting and filing
      obligations under the 1934 Act by the April Deadline, the Waiving Investors
      hereby waive any and all claims to payments pursuant to Section 2(c) or Section
      8(c) of the Agreement arising from and after October 1, 2008. In the event
      that
      the Registration Statement is not declared effective by the June Deadline,
      or if
      the Company shall not comply with its reporting and filing obligations under
      the
      1934 Act by the April Deadline, the Waiving Investors shall be entitled to
      all
      payments pursuant to (x) said Section 2(c) of the Agreement for the period
      from
      and after October 1, 2008 until the date the Registration Statement is declared
      effective, in accordance with the terms of the Agreement, and (y) said Section
      8(c) of the Agreement for the period from and after October 1, 2008 until the
      date the Company shall comply with its reporting and filing obligations under
      the 1934 Act, and neither this letter nor any prior waiver shall be of any
      effect with respect to the obligations of the Company thereunder.

    


    2. All
      other
      terms of the Agreement, including without limitation any provisions of Section
      2(c) and Section 8(c) of the Agreement (except as modified above), shall
      continue in full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company and the undersigned Waiving Investors have caused this letter agreement
      to be duly executed as of the date first above written.


      
      


     

    
      	 	 	 
	 	AMERICAN
              DAIRY,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jonathan
              Chou
	 	Name: 	 Jonathan Chou
	 	Title: 	 Chief Financial
              Officer


    

      

    [The
      signatures of the Waiving Investors begin on the next
      page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 RFT INVESTMENT COMPANY,
              LLC
	 	 	 	 	 
	 	 	 By: 	 LOR, Inc., its
              Manager
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
              Donald P.Carson
	 	 	 	 Name: 	 Donald P. Carson
	 	 	 	 Title: 	 Secretary/Treasurer


    

    
 

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	ST.
              JAMES CAPITAL,
              L.L.C. 
	 
 	 
 	 
 
	 	By:  	/s/ Donald
              P.
              Carson
	 	Name: 	Donald P. Carson
	 	Title: 	Manager
	 	
            


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 	 	 
	 	 	/s/ R.
              Randall Rollins
	 	R. RANDALL ROLLINS 
	 	 


    

     

    

      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	 	 RCTLOR, LLC 
	 	 	 	 	 
	 	 	 By: 	 LOR, Inc., its
                Manager
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
                Donald P.Carson
	 	 	 	 Name: 	 Donald P. Carson
	 	 	 	 Title: 	 Secretary/Treasurer


      

    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	GRACE
              C.
              ROLLINS 
	 
 	 
 	 
 
	 	By:  	 /s/ R.
              Randall Rollins 
	 	Name:	 R. Randall Rollins 
	 	Title: 	 Attorney-in-fact
	 	 	 


    

    
 

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
              

            	
               

            	
              RRR
                DECEMBER PARTNERSHIP, L.P. 

            
	 	 	 	 	 
	 	 	By: 	
               1994
                RRR Voting Trust, its managing general
                partner

            
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
              R. Randall Rollins 
	 	 	 	 Name: 	 R. Randall Rollins 
	 	 	 	 Title: 	 Trustee


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
              

            	
               

            	
              GWR
                DECEMBER PARTNERSHIP, L.P. 

            
	 	 	 	 	 
	 	 	By: 	
               1994
                GWR Voting Trust, its managing general
                partner

            
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
              Gary W. Rollins
	 	 	 	 Name: 	 Gary W. Rollins
	 	 	 	 Title: 	 Trustee


    

     

     

    
      (Signature
        page to Letter Agreement)

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                
                

              	
                 

              	
                GIA
                  PARTNERS, L.P. 

              
	 	 	 	 	 
	 	 	By: 	
                 GIA
                  Management Company, LLC, its general
                  partner

              
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
                Gary W. Rollins
	 	 	 	 Name: 	 Gary W. Rollins
	 	 	 	 Title: 	 CEO


      

    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	RADIC,
              L.L.C.
	 
 	 
 	 
 
	 	By:  	/s/ Gary
              W.
              Rollins
	 	
              Name: Gary
                W. Rollins   

              Title:  
                Manager

            


    

     

    

      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	ROLLINS
              INVESTMENT
              FUND
	 
 	 
 	 
 
	 	By:  	/s/ R.
              Randall Rollins
	 	
              Name:
                R.
                Randall Rollins   

              Title:  
                Partner

            


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	THE
              O. WAYNE
              ROLLINS FOUNDATION 
	 
 	 
 	 
 
	 	By:  	/s/ R.
              Randall Rollins 
	 	
              Name: R.
                Randall Rollins   

              Title:  
                Trustee

            


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
               

            	
              COOK
                & BYNUM CAPITAL QP, LLC, as successor
                to Gullane Capital Partners Encore LLC 

            
	 	 	 	 	 
	 	 	By: 	
               Cook
&
Bynum
                Capital Management, LLC, its
                managing member

            
	 	 	 	 
	 	 	 	 
	 	 	 	 By: 	 /s/
              Richard Poellnitz Cook
	 	 	 	 Name: 	 Richard Poellnitz Cook
	 	 	 	 Title: 	 Principal


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              DISCOVERY
                GLOBAL OPPORTUNITY 

              MASTER
                FUND, LTD.

            
	 
 	 
 	 
 
	 	By:  	/s/ Sammy
              Acebal
	 	Name: 	Sammy Acebal
	 	Title:	Senior Vice
              President


    

     

     

    
      (Signature
        page to Letter Agreement)

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	 	 
	 	
              
                SWIFTWATER
                  AGGRESSIVE VALUE MASTER 

                FUND,
                  LTD. 

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Shawn
              P. Bryant
	 	Name: 	Shawn P. Bryant
	 	Title:	Director


    

     

     

    
      (Signature
        page to Letter Agreement)