China Agri-Business, Inc. Sample Contracts

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China Agri-Business, Inc. • January 19th, 2007 • New York
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China Agri-Business, Inc. • January 19th, 2007 • New York
Contract
Common Stock Purchase Warrant • November 12th, 2009 • China Agri-Business, Inc. • Agricultural chemicals • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CHINA AGRI-BUSINESS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

CHINA AGRI-BUSINESS INC. FORM OF SERIES C COMMON STOCK PURCHASE WARRANT
China Agri-Business, Inc. • October 3rd, 2008 • Agricultural chemicals • New York

This Warrant is being issued pursuant to the Private Placement Memorandum, dated September 8, 2008 (the “PPM”), among the Company and the initial holders of the Company Warrants (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in the PPM unless otherwise defined herein.

RECITALS:
Voting Trust and Escrow Agreement • January 19th, 2007 • China Agri-Business, Inc. • New York
PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • June 16th, 2009 • China Agri-Business, Inc. • Agricultural chemicals

The undersigned, China Agri-Business, Inc. hereby agrees with Legend Merchant Group, Inc. ("Legend" or "Placement Agent") as follows:

China Agri-Business, Inc. Finance Plaza, 9th Floor, Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone, Xi-An, China 710068
China Agri-Business, Inc. • November 12th, 2009 • Agricultural chemicals • New York

Reference is made to that certain Registration Rights Agreement, dated as of September 29, 2008 (the “Agreement”), by and among China Agri-Business, Inc. (the “Company”) and the investors named therein (as identified by their signatures below) (the “Investors”) and that certain letter agreement dated June 12, 2009 and August 12, 2009 agreed and accepted by the Investors. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Agreement.

CHINA AGRI-BUSINESS, INC. FORM OF 3% CONVERTIBLE NOTE
China Agri-Business, Inc. • October 3rd, 2008 • Agricultural chemicals • New York

This Note has been entered into pursuant to the terms of a Private Placement Memorandum among the Company and the initial holders of the Company Notes (as defined below), dated September 8, 2008 (the “PPM”), and shall be governed by the terms of such PPM. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the PPM.

China Agri-Business, Inc. Finance Plaza, 9th Floor, Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone, Xi-An, China 710068
China Agri-Business, Inc. • August 14th, 2009 • Agricultural chemicals • New York

Reference is made to that certain Registration Rights Agreement, dated as of September 29, 2008 (the “Agreement”), by and among China Agri-Business, Inc. (the “Company”) and the investors named therein (as identified by their signatures below) (the “Investors”) and that certain letter agreement dated June 12, 2009 agreed and accepted by the Investors. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Agreement.

Liping Deng, CEO China Agri-Business, Inc. Finance Plaza, 9th Floor Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone Xi’An, Shaanxi China c/o Jeffrey A. Rinde, Esq. Hodgson Russ LLP CONFIDENTIAL Re: Business Advisory Agreement Dear Mr. Deng :
China Agri-Business, Inc. • June 16th, 2009 • Agricultural chemicals

This letter confirms our mutual understanding and agreement (“Agreement”) relating to the business advisory fees (“Fees”) payable to Legend Merchant Group, Inc. (“Legend”), China Agri-Business, Inc. (“Company”), a Maryland corporation, for Legend’s business advisory services rendered in connection with any equity and/or debt investment, merger, acquisition, partnership, joint venture, investment, strategic alliance or any other business combination (any such transaction is referred to herein as a “Transaction”), entered into by the Company with a business entity and/or individual ( “Entity”) that was introduced to the Company by Legend.

China Agri-Business, Inc. Finance Plaza, 9th Floor, Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone, Xi-An, China 710068
China Agri-Business, Inc. • November 12th, 2009 • Agricultural chemicals

Reference is made to that certain Registration Rights Agreement, dated as of September 29, 2008 (the “Agreement”), by and among China Agri-Business, Inc. (the “Company”) and the investors named therein (as identified by their signatures below) (the “Investors”). Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Agreement.

Agreement of Contracted Management
China Agri-Business, Inc. • June 17th, 2011 • Agricultural chemicals

This agreement is made and entered into by and between the Board of Directors of Shaanxi Qinfeng Agrochemicals Inc. (herein after called Party A) and Shaanxi Xinsheng Centennial Agriculture & Technology Co., Ltd. (herein after called Party B) whereby Party A agrees to grant contracted management rights to Party B on the basis of equality and mutual benefit to develop business on the terms and conditions agreed upon as follows:

Land Leasing Contract
Leasing Contract • November 17th, 2010 • China Agri-Business, Inc. • Agricultural chemicals

Pursuant to the relevant provisions of the Land-Leasing Law of People’s Republic of China and the Contract Law of People’s Republic of China, Party A and Party B, through mutual consultations, hereby enter this contract as follows:

Liping Deng, CEO China Agri-Business, Inc. Finance Plaza, 9th Floor Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone Xi’An, Shaanxi China c/o Jeffrey A. Rinde, Esq. Hodgson Russ LLP CONFIDENTIAL Re: Business Advisory Agreement Dear Mr. Deng :
China Agri-Business, Inc. • August 28th, 2009 • Agricultural chemicals

This letter confirms our mutual understanding and agreement (“Agreement”) relating to the business advisory fees (“Fees”) payable to Legend Merchant Group, Inc. (“Legend”), China Agri-Business, Inc. (“Company”), a Maryland corporation, for Legend’s business advisory services rendered in connection with any equity and/or debt investment, merger, acquisition, partnership, joint venture, investment, strategic alliance or any other business combination (any such transaction is referred to herein as a “Transaction”), entered into by the Company with a business entity and/or individual ( “Entity”) that was introduced to the Company by Legend.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2008 • China Agri-Business, Inc. • Agricultural chemicals • New York

This Agreement is made pursuant to the Private Placement Memorandum, dated as of September 8, 2008, between the Company and each Purchaser (the “PPM”).

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