China Agri-Business, Inc.
Finance Plaza, 9
Floor, Hi-Tech Road No. 42
Hi-Tech Industrial Development Zone, Xi-An, China 710068
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:
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.
August 12, 2009
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 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.
2. 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