0001144204-09-058284 Sample Contracts

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

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

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