Unassociated Document


    Execution
Copy

    


    VOTING
AGREEMENT

     

    This
VOTING AGREEMENT (this “Agreement”) is made
and entered into as of October 19, 2009, by and among China Agritech, Inc., a
Delaware corporation (the “Company”), Carlyle
Asia Growth Partners IV, L.P. (“Carlyle”), CAGP IV
CO-INVESTMENT, L.P. (“CAGP” and together
with Carlyle, the “Purchasers” and each,
a “Purchaser”)
and each of the Persons listed on Schedule I attached
hereto (each, an “Additional
Stockholder” and collectively, the “Additional
Stockholders”).  The parties hereto other than the Company are
referred to individually as a “Stockholder” and
collectively as “Stockholders.”

     

    RECITALS

     

    WHEREAS,
the Company and the Purchasers are parties to that certain Securities Purchase
Agreement, dated as of the date hereof (the “Purchase Agreement”),
pursuant to which the Company has agreed to sell, and the Purchasers have agreed
to purchase, shares of the Company’s Common Stock, $0.001 par value per share
(the “Common
Stock”) and, warrants to purchase additional shares of the Common
Stock;

     

    WHEREAS,
the Company’s and the Purchasers’ respective obligations under the Purchase
Agreement are conditioned upon the execution and delivery of this
Agreement;

     

    WHEREAS,
the Additional Stockholders own, in the aggregate, 3,631,347 shares of Common
Stock of the Company, representing approximately 43.0% of the issued and
outstanding voting capital stock of the Company immediately after the issuance
to the Purchasers pursuant to the Purchase Agreement of an aggregate of
1,392,768 shares of Common Stock on the date hereof; and

     

    WHEREAS,
capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Purchase Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

     

    ARTICLE
I.


     

    VOTING

     

    Section
1.01   Agreement to
Vote.  Each Additional Stockholder, as a holder of Common
Stock, hereby agrees on behalf of itself, and any permitted transferee or
assignee of any such shares of Common Stock, to vote:  (x) all of the
shares of Common Stock registered in its name and (y) as of the date of any
vote, any other voting securities (or voting rights associated with any other
securities) of the Company that such Additional Stockholder holds (hereinafter
collectively referred to as the “Stockholder Shares”)
at regular and special meetings of the Company’s stockholders (or by written
consent) (i) in accordance with the provisions of this Agreement and (ii) to use
its best efforts to cause the Company to comply with the terms of and perform
its obligations under this Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Section
1.02   Manner of
Voting.  The voting of Stockholder Shares pursuant to this
Agreement may be effected in person, by proxy, by written consent, or in any
other manner permitted by the laws of the State of Delaware.

     

    Section
1.03   Grant of
Proxy.  Should the provisions of this Agreement be construed to
constitute the granting of proxies, such proxies shall be deemed coupled with an
interest and are irrevocable for the term of this Agreement.

     

    ARTICLE
II.

     

    BOARD OF
DIRECTORS

     

    Section
2.01   Nomination and Election of
Directors; Board Representation.  The Company shall, and each
of the Additional Stockholders shall cause the Company, to nominate for election
to the Board prior to each annual meeting of the Company’s stockholders, at any
other meeting of the Company’s stockholders at which members of the Board are to
be elected, and whenever members of the Board are to be elected by written
consent, one individual designated by the Purchasers (jointly) (together with
his or her successor, the “Purchaser Director”),
and the Additional Stockholders shall vote or act with respect to all of their
Stockholder Shares at each such annual meeting of the Company’s stockholders, at
any such other meeting of the Company’s stockholders at which members of the
Board are to be elected, and whenever members of the Board are to be elected by
written consent, so as to elect the Purchaser Director.

     

    Section
2.02   In
the event that the Board determines that the Purchaser Director is an
“independent director” as defined and determined in accordance with Rule
5605(a)(2) of the Nasdaq Marketplace Rules, the Company and the Additional
Stockholders hereby agree to take any and all action necessary so as to cause
the Purchaser Director to be appointed to each committee of the Board,
including, but not limited to, the audit and compensation committees of the
Board; provided,
however, that for inclusion on the audit committee, such Purchaser
Director must also meet the requirements for service on the audit committee as
set forth in Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules.

     

    Section
2.03   Filling
Vacancies.  In the event of the Purchaser Director’s
resignation, death, removal or disqualification, the Purchasers, acting jointly,
shall promptly designate a new Purchaser Director and, after written notice of
the designation has been given by such party to each of the parties hereto, the
Additional Stockholders shall vote their Stockholder Shares to elect such
nominee to the Board.


    
      
         


      

      
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    Section
2.04   Conflicts of
Interest.

     

    (a)   The
Additional Stockholders and the Company recognize that the Purchasers, their
Affiliates and the Purchaser Director: (i) have participated, directly or
indirectly, and will continue to participate in private equity and other direct
investments in corporations, partnerships, joint ventures, limited liability
companies and other Persons and other similar transactions, (ii) may have
interests in, participate with, aid and maintain seats on the boards of
directors of other such entities and (iii) may develop opportunities for such
other entities.  The Additional Stockholders and the Company
acknowledge that the Purchaser Director may encounter business opportunities
that the Company or its stockholders may desire to pursue, and that such
opportunities may include, but shall not be limited to, identifying, pursuing
and investing in entities, engaging broker-dealers and investment banking firms
to perform certain services including, but not limited to, acting as
underwriters or placement agents in securities offerings and obtaining
investment funds from institutional and private stockholders or
others.

     

    (b)   The
Additional Stockholders and the Company agree that the Purchasers and the
Purchaser Director shall have no obligation to the Company, the Additional
Stockholders or to any other Person to present any such business opportunity to
the Company before presenting and/or developing such opportunity with any other
Persons, other than such opportunities presented to any such Purchaser Director
for the Company’s benefit in his or her capacity as a director of the
Company.  Each Additional Stockholder and the Company acknowledges and
agrees that, in any such case, to the extent a court might hold that the conduct
of such activity is a breach of a duty to the Company, such Additional
Stockholder and the Company hereby waive any and all claims and causes of action
that such Additional Stockholder and/or the Company believes that it may have
for such activities.  Each Additional Stockholder and the Company
further agrees that the waivers and agreements in this Agreement identify
certain types and categories of activities which do not violate the director’s
duty of loyalty to the Company, and such types and categories are not manifestly
unreasonable.  The waivers and agreements in this Agreement apply
equally to activities conducted in the future and activities that have been
conducted in the past.

     

    Section
2.05   No Limitation on Other
Voting Rights.  Notwithstanding any provision of this Agreement
to the contrary, nothing in this Agreement shall limit or restrict the
Purchasers and Additional Stockholders from acting in their sole discretion on
any matter other than those referred to in this Agreement.

     

    ARTICLE
III.


     

    CERTAIN
REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    Section
3.01   Ownership, Authority,
Etc.  Each Additional Stockholder represents and warrants that:
(a) such Additional Stockholder now owns its Stockholder Shares, free and clear
of all liens and encumbrances, and has not, prior to the date of this Agreement,
executed or delivered any proxy or entered into any other voting agreement or
similar arrangement relating to its Stockholder Shares and (b) such Additional
Stockholder has full power and capacity to execute, deliver and perform this
Agreement, which has been duly executed and delivered by, and evidences the
valid and binding obligation of, such Additional Stockholder.


    
      
         


      

      
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    Section
3.02   No Voting or Conflicting
Agreements.  No Additional Stockholder, nor any of their
respective Affiliates, shall:  (a) except as contemplated by Section 3.03 hereof,
grant any proxy, (b) enter into or agree to be bound by any voting trust, (c)
enter into any stockholder agreements or arrangements of any kind with any
Person (whether or not such agreements or arrangements are with other
stockholders of the Company that are not a party to this Agreement) or (d) act,
for any reason, as a member of a group or in concert with any other Persons in
any manner which is inconsistent with the provisions of this
Agreement.

     

    Section
3.03   Covenant to
Vote.  Each  Additional Stockholder shall appear in
person or by proxy at any annual or special meeting of the Company’s
stockholders for the purpose of obtaining a quorum, and shall vote their
Stockholder Shares upon any matter submitted to the Company’s stockholders in a
manner not inconsistent or in conflict with, and to implement, the terms of this
Agreement.  In the event of an annual or special meeting of the
Company’s stockholders called for the purpose of voting on the election of
directors, each Additional Stockholder shall vote its Stockholder Shares, either
in person or by proxy, in favor of the election of the Purchaser Director
nominated in accordance with Section 2.01
hereof.

     

    Section
3.04   Covenants of the
Company.

     

    (a)      The
Company agrees to use its best efforts to ensure that the rights granted
hereunder are effective and that the parties hereto enjoy the benefits
thereof.  Such actions include, without limitation, the use of the
Company’s best efforts to cause the designation and election of the Purchaser
Director as provided above.  The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all of the provisions of this
Agreement.

     

    (b)      The
Company, by its execution hereof, agrees that it will cause the certificates
evidencing the shares of the Company’s capital stock subject to this Agreement
to bear the legend required by Section 3.05
hereof, and that it shall supply, free of charge, a copy of this Agreement to
any holder of a certificate evidencing shares of the Company’s capital stock
subject to this Agreement upon such holder’s written request to the
Company.  The parties hereto agree, however, that the Company’s
failure to cause the certificates evidencing the shares of the Company’s capital
stock subject to this Agreement to bear the legend required by Section 3.05
hereof and/or to supply, free of charge, a copy of this Agreement as provided
under this Section 3.04,
shall not affect the validity or enforcement of this Agreement.

     

    Section
3.05   Legend on Share
Certificates.  Each certificate representing any shares of the
Company’s capital stock subject to this Agreement, and any certificates
representing shares of the Company’s capital stock which may be issued in the
future to Additional Stockholders, shall be endorsed by the Company with a
legend reading substantially as follows:

     

    “THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY
BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST
IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO
AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING
AGREEMENT.”


    
      
         


      

      
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    ARTICLE
IV.

     

    MISCELLANEOUS

     

    Section
4.01   Non-Unanimous Written
Consent of Stockholders.  The Additional Stockholders have
executed a non-unanimous written consent of the stockholders of the Company,
dated effective as of the date hereof, authorizing and approving the
transactions contemplated by the Transaction Documents.  The
Additional Stockholders acknowledge that the Purchasers and the Company are
relying on such non-unanimous written consent and hereby covenant and agree that
such non-unanimous written consent shall not be rescinded or revoked, in whole
or in part.

     

    Section
4.02   Term.  This
Agreement shall terminate and be of no further force or effect upon the earlier
to occur of (a) the date as of which the parties hereto terminate this Agreement
by the written consent of (i) the Purchasers and (ii) the holders of a majority
of the Stockholder Shares then outstanding and (b) the date on which the
Purchasers, collectively, do not own at least 5.0% of the shares of Common Stock
of the Company, calculated on a fully diluted basis.

     

    Section
4.03   Entire
Agreement.  This Agreement, together with the Schedules hereto
and any certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the
parties in respect of the subject matter hereof and supersedes all prior
understandings, agreements or representations by or among the parties, written
or oral, to the extent they relate in any way to the subject matter
hereof.  There are no third party beneficiaries having rights under or
with respect to this Agreement.

     

    Section
4.04   Binding Effect; New
Stockholders; Assignment.  This Agreement shall be binding upon
and inure to the benefit of the parties, their respective heirs, successors and
assigns.  The rights and obligations of the Purchasers hereunder may
be assigned by the Purchasers to any Person to whom the Purchasers may transfer
their shares of Common Stock, and following any such transfer, “Purchaser” (as
used in this Agreement) shall be deemed to include such transferee (and any
rights or obligations that the Purchaser may have under this agreement shall be
exercised by a majority of such Persons that constitute the
“Purchaser”).  This Agreement, and the rights and obligations of the
Additional Stockholders hereunder, shall be transferred to any Person to which
Stockholder Shares are transferred by an Additional Stockholder and,
notwithstanding anything to the contrary in this Agreement, no transfer of
Stockholder Shares (other than any acquisition of such shares by a Purchaser) by
any Additional Stockholder shall be effective unless the transferee shall have
executed and delivered an Adoption Agreement substantially in the form attached
hereto as Exhibit
A.  The Company may not assign its rights under this
Agreement.


    
      
         


      

      
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    Section
4.05   Notices.  All
notices, requests and other communications provided for or permitted to be given
under this Agreement must be in writing and shall be given by personal delivery,
by certified or registered United States mail (postage prepaid, return receipt
requested), by a nationally recognized overnight delivery service for next day
delivery, or by facsimile transmission, to the address or fax number (a) set
forth on Schedule
I hereto, with respect to the Additional Stockholders and (b) set forth
in the Purchase Agreement, with respect to the Company and the Purchasers (or,
in each such case, to such other address as any party may give in a notice given
in accordance with the provisions hereof).  Any and all notices,
requests and communications hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature pages
attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (ii)
the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (iii) the 2nd Trading
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

     

    Section
4.06   Specific Performance;
Remedies.  Each party acknowledges and agrees that the other
parties would be damaged irreparably if any provision of this Agreement were not
performed in accordance with its specific terms or were otherwise
breached.  Accordingly, the parties will be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and its provisions in any action or
proceeding instituted in any court of the United States or any state thereof
having jurisdiction over the parties and the matter, in addition to any other
remedy to which they may be entitled, at law or in equity.  Except as
expressly provided herein, the rights, obligations and remedies created by this
Agreement are cumulative and in addition to any other rights, obligations or
remedies otherwise available at law or in equity. Except as expressly provided
herein, nothing herein will be considered an election of remedies.

     

    Section
4.07   Submission to Jurisdiction;
Waiver of Jury Trial.  This Agreement, and the determination of
any and all claims arising out of, relating to or in connection with this
Agreement, shall in all respects and to the maximum extent permitted by
applicable law be governed by the laws of the State of New York, including all
matters of construction, enforcement, validity and performance (including
sections 5-1401 and 5-1402 of the New York General Obligations Law but excluding
all other choice of law and conflicts of law rules).  EACH PARTY
HERETO AGREES THAT IT SHALL BRING ANY AND ALL ACTIONS OR PROCEEDINGS IN RESPECT
OF ANY CLAIM ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THIS AGREEMENT
OR THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTAINED IN OR
CONTEMPLATED BY THIS HEREBY OR THEREBY, OR THE RELATIONSHIP BETWEEN THE PARTIES
HERETO, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW
YORK STATE COURT SITTING IN NEW YORK CITY (THE “CHOSEN COURT”) AND
(A) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT, (B)
WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE
CHOSEN COURT, (C) WAIVES ANY OBJECTION THAT THE CHOSEN COURT IS AN INCONVENIENT
FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY HERETO AND (D) AGREES THAT
SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE
EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 4.05 OF THIS
AGREEMENT.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY
WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.  If any party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the losing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


    
      
         


      

      
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    Section
4.08   Headings.  The
article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of
this Agreement.

     

    Section
4.09   Amendments.  This
Agreement may not be amended or modified without the written consent of the
Company, the Purchasers and the holders of at least a majority of the
Stockholder Shares then outstanding.

     

    Section
4.10   Severability.  The
provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this
Agreement, as applied to any party or to any circumstance, is judicially
determined not to be enforceable in accordance with its terms, the parties agree
that the court judicially making such determination may modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its modified form, such provision will
then be enforceable and will be enforced.

     

    Section
4.11   Counterparts;
Effectiveness.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that all
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

     

    Section
4.12   Incorporation of Exhibits
and Schedules.  The exhibits and schedules identified in this
Agreement are incorporated by reference herein and made a part
hereof.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.


     

    
      
        
          	
                  COMPANY:

                	
                  CHINA
      AGRITECH, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                        
                    /s/
      Yu Chang

                  

                
	 
      	 
      	
                  Name:
      Yu
      Chang

                
	 
      	 
      	
                  Title:
      Chief
      Executive
Officer

                


        

      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.

     

    CARLYLE
ASIA GROWTH PARTNERS IV, L.P.

    


    
      
        
          
            
              	
                      By:

                    	
                      CAGP
      General Partner, L.P., as its General Partner

                    
	
                      By:

                    	
                      CAGP
      Ltd., as its General Partner

                    
	 
      	 
      	 
      
	
                      By:

                    	      
                      /s/
      Curtis Buser

                    	 
      
	 
      	
                      Name:
      Curtis
      Buser

                    	 
      
	 
      	
                      Title:
      Director

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.

     

    
      
        
          
            
              	
                      CAGP
      IV CO-INVESTMENT, L.P.

                    	 
      
	 
      	 
      	 
      
	
                      By:

                    	
                      CAGP
      General Partner, L.P., as its General Partner

                    
	
                      By:

                    	
                      CAGP
      Ltd., as its General Partner

                    
	 
      	 
      	 
      
	
                      By:

                    	      
                      /s/
      Curtis Buser

                    	 
      
	 
      	
                      Name:
      Curtis
      Buser

                    	 
      
	 
      	
                      Title:
      Director

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.

     

    
      
        	
                ADDITIONAL
      STOCKHOLDER:

              	
                China
      Tailong Group Limited

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/
      Yu Chang

                

              
	 
      	 
      	
                Name:
      Yu Chang

              
	 
      	 
      	
                Title:
      Director

              


      

    


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.

     

    
      
        	
                ADDITIONAL
      STOCKHOLDER:

              	
                Sammi
      Holdings Limited

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/
      Yu Chang

                

              
	 
      	 
      	
                Name:
      Yu Chang

              
	 
      	 
      	
                Title:
      Director

              


      

    

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.


     

    
      
        
          
            
              	
                      ADDITIONAL
      STOCKHOLDER:

                    	 
      
	 	 
	 	
                      /s/
      Yu Chang

                    
	 
      	
                      Name:
      Yu
Chang

                    


            

          

        

      

    


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has caused this Voting Agreement to be duly
executed by its authorized signatory as of the date first indicated
above.


     

    
      
        
          	
                  ADDITIONAL
      STOCKHOLDER:

                	 
      
	 
      	 
      
	 
      	
                  /s/
      Xiao Rong Teng

                
	 
      	
                  Name:
      Xiao Rong Teng

                


        

      

    

     

    
      
         


      

      
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    SCHEDULE
I

     

    ADDITIONAL
STOCKHOLDERS


     

    
      
        
          
            
              
                
                  
                    
                      	
                              ADDITIONAL STOCKHOLDER NAME

                            	 	
                              SHARES OF COMMON STOCK

                              BENEFICIALLY OWNED

                            	 
	
                              China
      Tailong Group Limited

                            	 	 	 
	
                              Sea
      Meadow House

                            	 	 	 
	
                              Blackburne
      Highway

                            	 	 	2,161,210	 
	
                              Post
      Office Box 116

                            	 	 	 	 
	
                              Road
      Town, Tortola BVI

                            	 	 	 	 
	
                              Phone:
      +86 10 59621278

                            	 	 	 	 
	
                              Sammi
      Holdings Limited

                            	 	 	 	 
	
                              Unit
      9-10 27/F Seapower Tower

                            	 	 	 	 
	
                              Concordia
      Plaza

                            	 	 	872,500	 
	
                              No.
      1 Science Museum Road

                            	 	 	 	 
	
                              Tsim
      Sha Tsui, Kowloon

                            	 	 	 	 
	
                              Phone:
      +86 10 59621278

                            	 	 	 	 
	
                              Yu
      Chang

                            	 	 	 	 
	
                              Room
      3F  No. 11 Building

                            	 	 	 	 
	
                              Zhonghong
      International Business Garden

                            	 	 	3,343,584	(1)
	
                              Chaoyang
      North Road

                            	 	 	 	 
	
                              Chaoyang
      District, Beijing 100024

                            	 	 	 	 
	
                              Phone:
      +86 10 59621278

                            	 	 	 	 
	
                              Xiao
      Rong Teng

                            	 	 	 	 
	
                              Room
      3F No. 11 Building

                            	 	 	 	 
	
                              Zhonghong
      International Business Garden

                            	 	 	287,763	(2)
	
                              Chaoyang
      North Road

                            	 	 	 	 
	
                              Chaoyang
      District, Beijing 100024

                            	 	 	 	 
	
                              Phone:
      +86 10 59621278

                            	 	 	 	 


                    

                  

                

              

            

          

        

      

    

     

    (1) Yu
Chang beneficially owns 100% of the shares held by China Tailong Holdings and
85% of the shares held by Sammi Holdings Ltd.

     

    (2) Xiao
Rong Teng beneficially owns 15% of the shares held by Sammi Holdings
Ltd.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ADOPTION
AGREEMENT

     

    This
Adoption Agreement (“Adoption Agreement”)
is executed by the undersigned (the “Transferee”) pursuant
to the terms of that certain Voting Agreement dated as of October 19, 2009 (the
“Agreement”) by
and among the Company and certain of its stockholders.  Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Agreement.  By the execution of this Adoption
Agreement, the Transferee agrees as follows:

     

    (a)           Acknowledgment.  The
Transferee acknowledges that the Transferee is acquiring certain shares of the
capital stock of the Company (the “Stock”), subject to
the terms and conditions of the Agreement.

     

    (b)           Agreement.  The
Transferee: (i) agrees that the Stock acquired by the Transferee, and any
Stock acquired by the Transferee in the future, shall be bound by and subject to
the terms of the Agreement, and (ii) hereby adopts the Agreement with the
same force and effect as if the Transferee were originally a party
thereto.

     

    (c)           Notice.  Any
notice required or permitted by the Agreement shall be given to the Transferee
at the address listed beside the Transferee’s signature below.

     

    EXECUTED
AND DATED this ______ day of _____________, ____.

     

    
      
        
          	 
      	
                  TRANSFEREE:

                
	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 
      	 
      	
                  Address:

                
	 
      	 
      	
                  Fax:

                


        

      

    

     

    
      
        
          	
                  Accepted
      and Agreed:

                	 
      
	 
      	 
      
	
                  CHINA
      AGRITECH, INC.

                	 
      
	 
      	 
      
	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title: