China Agri-Business, Inc. Finance Plaza, 9th Floor, Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone, Xi-An, China 710068
Finance
Plaza, 0xx Xxxxx,
Xx-Xxxx Xxxx Xx. 00
Xx-Xxxx
Xxxxxxxxxx Xxxxxxxxxxx Xxxx, Xx-Xx, Xxxxx 710068
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August 12, 2009
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Re:
Registration Rights Agreement Dated September 29, 2008
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.
The Company and the Investors agree as
follows:
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1.
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The
Company shall be obligated to make the payments to the Investors required
by Section 2(b) of the Agreement if, and only if, the Registration
Statement is not declared effective by the SEC by 5:30 p.m. Eastern time
on September 30, 2009 (the “Extended
Deadline”). In the event that the Registration Statement
is declared effective by the Extended Deadline, then the Investors waive
any and all claims to any payments pursuant to such Section 2(b) of the
Agreement.
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2.
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The
Investors and the Company want to clarify that it was the intention of the
parties to the Agreement that any liquidated damages required to be paid
by the Company under the Agreement are payable only to the holders of the
Notes and not to the holders of the Warrants. The holders
of the Warrants and/or Warrant Shares are not entitled to any liquidated
damages under the Agreement.
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All other
terms of the Agreement, including without limitation Section 2(c) of the
Agreement, shall continue in full force and effect. This letter
agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement. This letter
agreement shall be governed by and construed in accordance with the laws of the
state of New York.
Agreed
and Accepted as of the date written above:
| CHINA AGRI-BUSINESS, INC. | |||||
| By: | /s/ Xxxxxxxx Xxxx | ||||
| Name: | Xxxxxxxx Xxxx | ||||
| Title: | Chief Financial Officer | ||||
| JAG MULTI-INVESTMENTS, LLC | |||||
| By: | /s/Xxxxxxxxx X. Xxxxx | ||||
| Name: | Xxxxxxxxx X. Xxxxx | ||||
| Title: | Managing Member | ||||
| Xxxxx Xxxxxxxx | ||||
| /s/Xxxxx Xxxxxxxx | ||||
[Signature
page to Reg. Rights Letter Agreement – August 2009]
