0001144204-07-020390 Sample Contracts

ABN AMRO BANK N.V., HONG KONG BRANCH 38/F, Cheung Kong Centre Hong Kong

Letter Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

• Contract Type
  Letter Agreement
• Filed
  April 24th, 2007
• Company
  Synutra International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

This USD Facility Side Letter Agreement (this “Agreement”) is delivered to you in connection with the Loan Agreement to be entered into among Synutra International, Inc., as the Borrower (the “Borrower”), Liang Zhang and Xiuqing Meng, each as a Guarantor, and ABN AMRO Bank N.V., Hong Kong Branch, as the Lender and the Collateral Agent, on the date hereof (the “Loan Agreement”).

SYNUTRA INTERNATIONAL, INC., THE BANK OF NEW YORK, as Warrant Agent and ABN AMRO BANK N.V., Hong Kong Branch as Initial Holder

Warrant Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

• Contract Type
  Warrant Agreement
• Filed
  April 24th, 2007
• Company
  Synutra International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

WARRANT AGREEMENT dated as of April 19, 2007, between SYNUTRA INTERNATIONAL, INC., a company organized under the laws of the State of Delaware (as further defined below, the “Company”), the Bank of New York, as warrant agent (the “Warrant Agent”) and ABN AMRO BANK N.V., Hong Kong Branch, as initial holder (the “Initial Holder”).

LOAN AGREEMENT dated as of April 19, 2007 among Synutra International, Inc. Liang Zhang Xiuqing Meng and ABN AMRO Bank N.V., Hong Kong Branch

Loan Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

• Contract Type
  Loan Agreement
• Filed
  April 24th, 2007
• Company
  Synutra International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

This LOAN AGREEMENT (“Agreement”) is entered into as of April 19, 2007 by and among Synutra International, Inc., a Delaware corporation (the “Borrower”), Liang Zhang, Xiuqing Meng (“Individual Guarantors”) and ABN AMRO Bank N.V., Hong Kong Branch, as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

COLLATERAL AGREEMENT

Collateral Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

• Contract Type
  Collateral Agreement
• Filed
  April 24th, 2007
• Company
  Synutra International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

AGREEMENT dated as of April 19, 2007 (this “Agreement”) among BEAMS POWER INVESTMENT LIMITED, an International Business Companies Act company re-registered as a BVI business company organized under the laws of the British Virgin Islands (the “Lien Grantor”), SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Issuer”) and ABN AMRO BANK N.V., HONG KONG BRANCH as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

SYNUTRA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

• Contract Type
  Registration Rights Agreement
• Filed
  April 24th, 2007
• Company
  Synutra International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

This Registration Rights Agreement (the “Agreement”) is made as of April 19, 2007, by and between SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Company”) and ABN AMRO BANK N.V., HONG KONG BRANCH (the “Initial Holder”) in connection with the issuance of warrants to purchase shares of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company (each individually, a “Warrant”, and collectively, the “Warrants”) pursuant to the Warrant Agreement dated as of the date hereof (the “Warrant Agreement”) among the Company, the Bank of New York, as warrant agent and the Initial Holder.