0001144204-09-019543 Sample Contracts

Waiver and Amendment Agreement
Waiver and Amendment Agreement • April 8th, 2009 • RINO International CORP • General industrial machinery & equipment, nec

This Waiver Agreement and Amendment (the “Agreement”) is made by and among RINO International Corporation, a Nevada corporation (formerly known as Jade Mountain Corporation, the “Company”) and each of the investors signatory hereto (collectively, the “Majority Investors”). Reference is made to that certain (i) Securities Purchase Agreement, dated September 27, 2007, by and among the Company, Innomind Group Limited, Dalian Innomind Environment Engineering Co., Ltd, Dalian RINO Environmental Engineering Science and Technology Co., Ltd. and the investors signatories thereto, as amended (the “Securities Purchase Agreement”), (ii) Registration Rights Agreement, dated September 27, 2007, by and among Jade Mountain Corporation and the investors signatories thereto (the “Registration Rights Agreement”) and (iii) Escrow Agreement dated September 27, 2007, by and among the Company, _________ and Tri-State Title & Escrow, LLC, as Escrow Agent (the “Escrow Agreement”). This Agreement shall become

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