ex10_5.htm


     

    
      ADDENDUM
TO REGISTRATION RIGHTS AGREEMENT

      


      


      This
addendum, dated February 3, 2010 (the "Addendum") is made by and between Man
Shing Agricultural Holdings, Inc. (the “Company”), and China Angel Assets
Management Limited (the “Investor”).  This document is to be read in
conjunction with the Registration Rights Agreement (the “Agreement”) executed by
both parties on or about January 4, 2010.  This Addendum incorporates
by reference and supplements the Agreement and the parties hereby agree to amend
the Agreement as follows:

      


      1. Section 2.
REGISTRATION

      


      (a) The
Investor and the Company acknowledge that the Company shall prepare and file, no
later than one hundred twenty (120) days from the date of February 3, 2010 (the
“Scheduled Filing
Deadline”), with the SEC a registration statement on Form S-1 (or, if the
Company is then eligible, on Form S-3) under the 1933 Act (the “Initial Registration
Statement”) for the registration for the resale by the Investor at least
five (5) times the number of shares which are anticipated to be issued upon
conversion of the Units issued pursuant to the Securities Purchase Agreement and
shares of Common Stock issuable to the Investor upon exercise of the Warrants
issued pursuant to the Securities Purchase Agreement (subject to Rule 415
restrictions).  The Company shall cause the Registration Statement to
remain effective until all of the Registrable Securities have been sold by the
Investor.

      


      (b) Effectiveness of the Initial
Registration Statement.  The Company shall use its best efforts
(i) to have the Initial Registration Statement declared effective by the SEC no
later than one hundred twenty (120) days from the date hereof (the “Scheduled Effective
Deadline”) and (ii) to insure that the Initial Registration Statement and
any subsequent Registration Statement remains in effect until all of the
Registrable Securities have been sold, subject to the terms and conditions of
this Agreement.

      


      (c) Failure to File or Obtain
Effectiveness of the Registration Statement.  In the event the
Registration Statement is not declared effective by the SEC on or before the
Scheduled Effective Date, or if after the Registration Statement has been
declared effective by the SEC, sales cannot be made pursuant to the Registration
Statement (whether because of a failure to keep the Registration Statement
effective, failure to disclose such information as is necessary for sales to be
made pursuant to the Registration Statement, failure to register sufficient
shares of Common Stock or otherwise then as partial relief for the damages to
any holder of Registrable Securities by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall
not be exclusive of any other remedies at law or in equity), the Company will
pay as liquidated damages (the “Liquidated Damages”)
to the holder, at the holder’s option, either a cash amount or shares of the
Company’s Common Stock within three (3) business days, after demand therefore,
equal to two percent (2%) of the liquidated value of the Units outstanding as
Liquidated Damages for each thirty (30) day period (or any part thereof) after
the Scheduled Filing Deadline or the Scheduled Effective Date as the case may
be.  Notwithstanding anything herein to the contrary, to the extent
that the registration of any or all of the Registrable Securities by the Company
on a registration statement is prohibited (the “Non-Registered
Shares”) as a result of rules, regulations, positions or releases issued
or actions taken by the SEC pursuant to its authority with respect to Rule 415
under the 1933 Act and the Company has registered at such time the maximum
number of Registrable Securities permissible upon consultation with the SEC,
then the liquidated damages described herein shall not be applicable to such
Non-Registered Shares.

       

      (d) Liquidated
Damages.  The Company and the Investor hereto acknowledge and
agree that the sums payable under subsection 2(c) above shall constitute
liquidated damages and not penalties and are in addition to all other rights of
the Investor, including the right to call a default.  The parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is incapable or is difficult to precisely estimate, (ii) the amounts specified
in such subsections bear a reasonable relationship to, and are not plainly or
grossly disproportionate to, the probable loss likely to be incurred in
connection with any failure by the Company to obtain or maintain the
effectiveness of a Registration Statement, (iii) one of the reasons for the
Company and the Investor reaching an agreement as to such amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv) the Company and the Investor are sophisticated business parties and have
been represented by sophisticated and able legal counsel and negotiated this
Agreement at arm’s length.

       

      2. All
other terms and conditions under the Agreement shall remain unchanged and remain
in full force and effect.

      


      


      


      


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      IN
WITNESS WHEREOF, the Company and the Investor have caused this Addendum to be
duly executed and delivered individually or by their officers thereunto duly
authorized as of the date first written above.

      


      MAN SHING
AGRICULTURAL HOLDINGS, INC.  (“Company”)

      


      By: /s/ Eddie Cheung

      Name: Eddie
Cheung

      Title:   Chief
Executive Officer

      


      CHINA
ANGEL ASSETS MANAGEMENT LIMITED (“Investor”)

      


      By: /s/ Jiang Qi Hang

      Name: Jiang
Qi Hang

      Title:   Chief
Executive Officer