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
June 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”).
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 wish to
modify the Agreement, and agree as follows.
1. 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 July 31, 2009 (the “Extended
Deadline”). In the event that the Registration Statement is
declared effective by the SEC by the Extended Deadline, then the Investors waive
any and all claims to any payments pursuant to such Section 2(b) of the
Agreement.
All other terms of the Agreement,
including without limitation Section 2(c) of the Agreement, shall continue in
full force and effect.
[Signature
pages follow]
Please acknowledge your acceptance of
the foregoing terms by signing where indicated below.
Very truly yours, | |||
China Agri-Business, Inc. | |||
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By:
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/s/ Xxxxxxxx Xxxx | |
Name: | Xxxxxxxx Xxxx | ||
Title: | Chief Financial Officer | ||
Agreed
and Accepted as of the date written above:
/s/
Xxxxx
Xxxxxxxx
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XXXXX
XXXXXXXX
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