Unassociated Document


    Exhibit
10.4

    
 

    MASTER
SEPARATION AGREEMENT

     

    by and
between

     

    AGFEED
INDUSTRIES, INC.

     

    and

     

    AGFEED
ANIMAL NUTRITION INC.

     

    Dated as
of July 19, 2010


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            	 
      	
                    Page

                  
	 
      	 
      
	
                    ARTICLE
      1

                  	 
      
	
                    DEFINITIONS

                  	 
      
	 
      	 
      
	
                    Section
      1.01.  Definitions

                  	
                    2

                  
	
                    Section
      1.02.  Interpretation

                  	
                    7

                  
	 
      	 
      
	
                    ARTICLE
      2

                  	 
      
	
                    THE
      SEPARATION

                  	 
      
	 
      	 
      
	
                    Section
      2.01.  The Separation

                  	
                    8

                  
	
                    Section
      2.02.  Deferred Transactions

                  	
                    10

                  
	
                    Section
      2.03.  Governmental Approvals and Third Party
      Consents

                  	
                    10

                  
	
                    Section
      2.04.  Documents Relating to Transfer of Assets and Assumption
      of Liabilities

                  	
                    11

                  
	
                    Section
      2.05.  Novation of Assumed Liabilities

                  	
                    11

                  
	
                    Section
      2.06.  Remedial Actions

                  	
                    12

                  
	 
      	 
      
	
                    ARTICLE
      3

                  	 
      
	
                    OTHER
      SEPARATION MATTERS

                  	 
      
	 
      	 
      
	
                    Section
      3.01.  Intercompany Agreements

                  	
                    12

                  
	
                    Section
      3.02.  Employees

                  	
                    12

                  
	
                    Section
      3.03.  Real Properties

                  	
                    13

                  
	
                    Section
      3.04.  Existing Agreements

                  	
                    13

                  
	
                    Section
      3.05.  Shared Contracts

                  	
                    13

                  
	
                    Section
      3.06.  Intellectual Property License

                  	
                    14

                  
	
                    Section
      3.07.  Further Assurances

                  	
                    14

                  
	 
      	 
      
	
                    ARTICLE
      4

                  	 
      
	
                    NO
      REPRESENTATIONS OR WARRANTIES

                  	 
      
	 
      	 
      
	
                    Section
      4.01.  No Representations or Warranties

                  	
                    15

                  
	 
      	 
      
	
                    ARTICLE
      5

                  	 
      
	
                    ACCESS
      TO INFORMATION

                  	 
      
	 
      	 
      
	
                    Section
      5.01.  Access to Information

                  	
                    15

                  
	
                    Section
      5.02.  Litigation Cooperation

                  	
                    16

                  
	
                    Section
      5.03.  Reimbursement; Ownership of Information

                  	
                    17

                  
	
                    Section
      5.04.  Retention of Records

                  	
                    17

                  
	
                    Section
      5.05.  Confidentiality

                  	
                    18

                  
	
                    Section
      5.06.  Privileged Information

                  	
                    18

                  


          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      6

                	 
      
	
                  OTHER
      AGREEMENTS

                	 
      
	 
      	 
      
	
                  Section
      6.01.  Ancillary Agreements

                	
                  21

                
	
                  Section
      6.02.  Intergroup Agreements

                	
                  21

                
	
                  Section
      6.03.  Rights and Liabilities under this Agreement, Ancillary
      Agreements and Intergroup Agreements

                	
                  22

                
	 
      	 
      
	
                  ARTICLE
      7

                	 
      
	
                  INDEMNIFICATION

                	 
      
	 
      	 
      
	
                  Section
      7.01.  AANI Indemnification of AgFeed Group

                	
                  22

                
	
                  Section
      7.02.  AgFeed Indemnification of AANI Group

                	
                  23

                
	
                  Section
      7.03.  Procedures

                	
                  23

                
	
                  Section
      7.04.  Calculation of Indemnification Amount

                	
                  24

                
	
                  Section
      7.05.  Contribution

                	
                  25

                
	
                  Section
      7.06.  Non-Exclusivity of Remedies

                	
                  25

                
	
                  Section
      7.07.  Survival of Indemnities

                	
                  25

                
	 
      	 
      
	
                  ARTICLE
      8

                	 
      
	
                  MISCELLANEOUS

                	 
      
	 
      	 
      
	
                  Section
      8.01.  Notices

                	
                  25

                
	
                  Section
      8.02.  Amendments; No Waivers

                	
                  26

                
	
                  Section
      8.03.  Expenses

                	
                  26

                
	
                  Section
      8.04.  Successors and Assigns

                	
                  26

                
	
                  Section
      8.05.  Governing Law

                	
                  27

                
	
                  Section
      8.06.  Counterparts; Effectiveness; Third-Party
      Beneficiaries

                	
                  27

                
	
                  Section
      8.07.  Entire Agreement

                	
                  27

                
	
                  Section
      8.08.  Jurisdiction

                	
                  27

                
	
                  Section
      8.09.  WAIVER OF JURY TRIAL

                	
                  27

                
	
                  Section
      8.10.  Termination

                	
                  28

                
	
                  Section
      8.11.  Severability

                	
                  28

                
	
                  Section
      8.12.  Survival

                	
                  28

                
	
                  Section
      8.13.  Captions

                	
                  28

                
	
                  Section
      8.14.  Specific Performance

                	
                  28

                
	
                  Section
      8.15.  Performance

                	
                  29

                


        

      

    

    


    Schedules

    


    
      
        	
                Schedule 1.01

              	 
      	
                Entities
      of AANI Group Immediately Post Separation

              
	
                Schedule 2.01(a)(i)

              	 
      	
                List
      of IP Rights to be Transferred to AANI Group

              
	
                Schedule 2.01(a)(ii)

              	 
      	
                List
      of Personal Tangible Properties to be Transferred to AANI
      Group

              
	
                Schedule 2.01(a)(iii)

              	 
      	
                List
      of Real Properties to be Leased and Transferred to AANI
    Group

              
	
                Schedule 2.01(c)(i)

              	 
      	
                List
      of IP Rights to be Transferred to AgFeed Group

              
	
                Schedule 2.01(c)(ii)

              	 
      	
                List
      of Personal Tangible Properties to be Transferred to AgFeed
      Group

              
	
                Schedule 3.05

              	
                  

              	
                List
      of Shared Contracts

              


      

    


    
      
         


      

      
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    MASTER
SEPARATION AGREEMENT

     

    MASTER
SEPARATION AGREEMENT dated as of July 19, 2010 (the “Agreement”) between AgFeed
Industries, Inc., a British Virgin Islands company (“AgFeed”), and AgFeed Animal
Nutrition, Inc., a British Virgin Islands company and a wholly-owned Subsidiary
of AgFeed (“AANI”).

     

    WITNESSETH:

     

    WHEREAS,
the Board of Directors of AgFeed has determined that it would be appropriate and
desirable to undertake an internal reorganization to separate AgFeed’s animal
nutrition business from its other businesses (the “Separation”);

     

    WHEREAS,
AgFeed has caused AANI to be incorporated for purposes of the
Separation;

     

    WHEREAS,
effective May 24, 2010, AANI acquired from AgFeed all of the issued and
outstanding share capital (the “Shandong Feed Shares”) of
Shandong AgFeed Agribusiness Co., Ltd., a company organized and validly
existing under the laws of the People’s Republic of China (“Shandong Feed”), for purposes
of the Separation;

     

    WHEREAS,
effective July 7, 2010, Shandong Feed acquired from Nanchang Best (defined
herein) all of the issued and outstanding share capital (the “HopeJia Shares”) of HopeJia
(defined herein) for purposes of the Separation;

     

    WHEREAS,
in order to effect the Separation, AgFeed and AANI desire for members of the
AgFeed Group to contribute and transfer to members of the AANI Group, and
for members of the AANI Group to receive and assume, directly or
indirectly, certain assets and liabilities as more fully set forth in this
Agreement and the Ancillary Agreements;

     

    WHEREAS,
the parties currently contemplate that AANI will make an initial public offering
(“IPO”) pursuant to a
Registration Statement on Form F-1 to be submitted for non-public review
and comment by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”), to be filed
with the SEC via its EDGAR system following the satisfactory completion of such
review and comment and as financial conditions permit (as so filed, and as
amended thereafter from time to time, the “IPO Registration Statement”);
and

     

    WHEREAS,
the parties hereto have determined to set forth the principal actions required
to effect the Separation and to set forth certain agreements that will govern
the relationship between the parties following the Separation and the
consummation of the IPO.

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:


    
      
         


      

      
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    ARTICLE
1

    DEFINITIONS

     

    Section
1.01.  Definitions.  The
following terms, as used herein, have the following meanings:

     

    “AANI” has the meaning set
forth in the preamble.

     

    “AANI Assumed Actions” has the
meaning set forth in Section 6.02(a)(i).

     

    “AANI Business” means the
business conducted by each member of the AANI Group from time to time, whether
before, on or after the Separation.

     

    “AANI Contract Party” has the
meaning set forth in Section 3.05(a).

     

    “AANI Group” means AANI and its
Subsidiaries.  Schedule 1.01
sets forth the name, jurisdiction and ownership of each member of the AANI Group
immediately after the consummation of the transactions contemplated by
Section 2.01(a).

     

    “AANI Indemnitees” has the
meaning set forth in Section 8.02.

     

    “AANI’s Auditors” has the
meaning set forth in Section 6.07(a)(i).

     

    “Action” means any demand,
claim, suit, action, arbitration, inquiry, investigation or other proceeding by
or before any Governmental Authority or any arbitration or mediation
tribunal.

     

    “Affiliate” means, with respect
to any Person, any Person directly or indirectly controlling, controlled by, or
under common control with, such other Person; provided that for purposes of
this Agreement, no member of the AgFeed Group shall be deemed to be an Affiliate
of the AANI Group following the Separation and no member of the AANI Group shall
be deemed to be an Affiliate of the AgFeed Group following the
Separation.  For the purposes of this definition, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

     

    “AgFeed” has the meaning set
forth in the preamble.

     

    “AgFeed Assumed Actions” has
the meaning set forth in Section 6.02(a)(ii).

     

    “AgFeed Business” means the
business conducted by each member of the AgFeed Group for time to time, whether
before, on or after the Separation (which, for the avoidance of doubt, excludes
the AANI Business).

     

    “AgFeed Group” means AgFeed,
its Subsidiaries (other than all members of the AANI Group) and
Parent.


    
      
         


      

      
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    “AgFeed Indemnitees” has the
meaning set forth in Section 8.01.

     

    “Agreement” has the meaning set
forth in the preamble.

     

    “Ancillary Agreements” has the
meaning set forth in Section 2.04.

     

    “Animal Nutrition Assets” has
the meaning set forth in Section 2.01(a).

     

    “Animal Nutrition Liabilities”
has the meaning set forth in Section 2.01(c).

     

    “Applicable Law” means, with
respect to any Person, any national, federal, state, local or foreign law
(statutory, common or otherwise), constitution, treaty, convention, ordinance,
code, rule, regulation, order, injunction, judgment, decree, ruling, directive,
guidance, instruction, direction, permission, waiver, notice, condition,
limitation, restriction or prohibition or other similar requirement enacted,
adopted, promulgated, imposed, issued or applied by a Governmental Authority
that is binding upon or applicable to such Person, its properties or assets or
its business or operations, as amended unless expressly specified
otherwise.

     

    “Assets” means assets,
properties and rights (including goodwill) of every kind and description,
wherever located, whether real, personal or mixed, tangible or intangible,
including the following:

     

    (i)  all
personal property and interests therein, including machinery, equipment,
furniture, office equipment, communications equipment, vehicles and other
tangible property;

     

    (ii)  all
real property and leases of, and other interests in, real property, in each case
together with all buildings, fixtures and improvements erected
thereon;

     

    (iii)  all
rights under all contracts, agreements, leases, licenses, commitments, sales and
purchase orders and other instruments;

     

    (iv)  all
raw materials, work-in-process, finished goods, supplies and other
inventories;

     

    (v)  all
accounts, notes and other receivables;

     

    (vi)  all
prepaid expenses, including taxes, leases and rentals;

     

    (vii)  all
cash or cash equivalents on hand or in banks;

     

    (viii)  all
rights, claims, credits, causes of action or rights of set-off against third
parties, including unliquidated rights under manufacturers’ and vendors’
warranties;

     

    (ix)  all
Intellectual Property Rights;

     

    (x)  all
licenses, permits and governmental authorizations; and

     

    (xi)  all
books, records, files and papers, whether in hard copy or computer or other
electronic format, including information, sales and promotional literature,
manuals and data, sales and purchase correspondence, lists of present and former
suppliers, lists of present and former customers, personnel and employment
records.


    
      
         


      

      
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    “Business” means, as the
context requires, the AgFeed Business or the AANI Business.

     

    “Business Day” means a day,
other than Saturday, Sunday or other day on which commercial banks in Shanghai,
Hong Kong or the British Virgin Islands are authorized or required by Applicable
Law to close.

     

    “Claim” has the meaning set
forth in Section 8.03(a).

     

    “Confidential Information” has
the meaning set forth in Section 6.05.

     

    “Consents” has the meaning set
forth in Section 2.03(a).

     

    “Direct Costs” has the meaning
set forth in Section 3.01.

     

    “Disposing Party” has the
meaning set forth in Section 6.04.

     

    “Employees Transferred to AANI”
has the meaning set forth in Section 3.02(a).

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Governmental Approvals” has
the meaning set forth in Section 2.03(a).

     

    “Governmental Authority” means
any multinational, foreign, national, federal, state, local or other
governmental, statutory or administrative authority, regulatory body or
commission or any court, tribunal or judicial or arbitral authority which has
any jurisdiction or control over either party (or their
Affiliates).

     

    “Group” means, as the context
requires, the AANI Group or the AgFeed Group.

     

    “Guangxi Huijie” means Guangxi
Huijie Sci & Tech Feed Co., Ltd., a company organized and validly
existing under the laws of the People’s Republic of China.

     

    “Hong Kong” means the Hong Kong
Special Administrative Region of the People’s Republic of China.

     

    “HopeJia” means Hainan HopeJia
Feed Co., Ltd., a company organized and validly existing under the laws of the
People’s Republic of China.

     

    “HopeJia Shares” has the
meaning set forth in the recitals to this Agreement.

     

    “Indemnified Party” has the
meaning set forth in Section 8.03(a).

     

    “Indemnifying Party” has the
meaning set forth in Section 8.03(a).

     

    “Indirect Costs” has the
meaning set forth in Section 3.01.


    
      
         


      

      
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    “Intellectual Property Right”
means any trademark, service mark, trade name, mask work, invention, patent,
trade secret, copyright, know-how (including any registrations or applications
for registration of any of the foregoing) or any other similar type of
proprietary intellectual property right.

     

    “Intergroup Agreements” means
the Trademark License Agreement, the Lease Agreements and any agreement entered
into pursuant to Section 3.01.

     

    “IPO” has the meaning set forth
in the recitals to this Agreement.

     

    “IPO Registration Statement”
has the meaning set forth in the recitals to this Agreement.

     

    “Lease Agreements” has the
meaning set forth in Section 3.04(b).

     

    “Liabilities” means any and all
claims, debts, liabilities and obligations, absolute or contingent, matured or
not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown,
whenever arising, including all costs and expenses relating thereto, and
including those debts, liabilities and obligations arising under this Agreement,
any Applicable Law, or any award of any arbitrator of any kind, and those
arising under any agreement, commitment or undertaking.

     

    “Losses” means, with respect to
any Person, any and all damages, losses, liabilities and expenses incurred or
suffered by such Person (including reasonable expenses of investigation and
reasonable attorneys’ fees and expenses in connection with any and all Actions
or threatened Actions).

     

    “Nanchang Best” means Nanchang
Best Animal Husbandry Co., Ltd., a company organized and validly existing under
the laws of the People’s Republic of China.

     

    “Non-Animal Nutrition Assets”
has the meaning set forth in Section 2.01(b).

     

    “Non-Animal Nutrition
Liabilities” has the meaning set forth in
Section 2.01(d).

     

    “Ordinary Shares” has the
meaning set forth in Section 4.01(c).

     

    “Parent” means AgFeed
Industries, Inc., a company organized and validly existing under the laws
of the State of Nevada and which directly owns all of the issued and outstanding
securities of AgFeed.

     

    “Parent’s Auditors” has the
meaning set forth in Section 6.07(a)(i).

     

    “Person” means an individual,
corporation, limited liability company, partnership, association, trust or other
entity or organization, including a governmental or political subdivision or an
agency or instrumentality thereof.

     

    “Privileges” has the meaning
set forth in Section 6.06(a).


    
      
         


      

      
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    “Privileged Information” has
the meaning set forth in Section 6.06(a).

     

    “Real Properties” has the
meaning set forth in Section 2.01(a).

     

    “Real Property Interests” has
the meaning set forth in Section 2.01(a).

     

    “Real Property Services
Agreement” has the meaning set forth in
Section 3.03(a).

     

    “Real Property Transfer” has
the meaning set forth in Section 2.01(a).

     

    “Receiving Party” has the
meaning set forth in Section 6.04.

     

    “Representatives” has the
meaning set forth in Section 6.05.

     

    “SEC” has the meaning set forth
in the recitals to this Agreement.

     

    “Securities Act” has the
meaning set forth in the recitals to this Agreement.

     

    “Separation” has the meaning
set forth in the recitals to this Agreement.

     

    “Separation Date” means
12:00 a.m., Shanghai time, on the day following the date upon which the
last required Governmental Approval or Consent required pursuant to
Section 2.03 is obtained or such other date and time as may be fixed by the
Board of Directors of AgFeed.

     

    “Separation Documents” means
this Agreement, the Ancillary Agreements and the Intergroup
Agreements.

     

    “Shandong Feed” has the
meaning set forth in the recitals to this Agreement.

     

    “Shandong Feed Shares” has the
meaning set forth in the recitals to this Agreement.

     

    “Shanghai” means Shanghai, the
People’s Republic of China.

     

    “Shanghai Best” means Shanghai
Best Animal Husbandry Co., Ltd., a company organized and validly existing under
the laws of the People’s Republic of China.

     

    “Subsidiary” means, with
respect to any Person, any other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by such Person, or any variable interest entity that such
Person directly or indirectly controls through contractual
arrangements.

     

    “Third-Party Claim” has the
meaning set forth in Section 8.03(b).

     

    “Third Party” means a Person
that is not an Affiliate of any member of the AANI Group or the AgFeed
Group.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Trademark License Agreement”
means such license agreement in a form mutually agreed to by AANI and AgFeed, to
be entered into by and between certain members of the AgFeed Group and members
of the AANI Group on the Separation Date.

     

    “Underwriters” has the meaning
set forth in Section 4.01(a).

     

    “Underwriting Agreement” has
the meaning set forth in Section 4.01(a).

     

    Section
1.02.  Interpretation.

     

    (a)  In
this Agreement, unless the context clearly indicates otherwise:

     

    (i)  words
used in the singular include the plural and words used in the plural include the
singular;

     

    (ii)  references
to any Person include such Person’s successors and assigns but, if applicable,
only if such successors and assigns are permitted by this
Agreement;

     

    (iii)  reference
to any gender includes the other gender;

     

    (iv)  the
words “include,” “includes” and “including” shall be deemed to be followed by
the words “without limitation”;

     

    (v)  reference
to any Article, Section, Exhibit or Schedule means such Article or Section of,
or such Exhibit or Schedule to, this Agreement, as the case may be, and
references in any Section or definition to any clause means such clause of
such Section or definition;

     

    (vi)  the
words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import
shall be deemed references to this Agreement as a whole and not to any
particular Section or other provision hereof;

     

    (vii)  reference
to any agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the
extent permitted by the provisions thereof and by this Agreement;

     

    (viii)  reference
to any law (including statutes and ordinances) means such law (including all
rules and regulations promulgated thereunder) as amended, modified, codified or
reenacted, in whole or in part, and in effect at the time of determining
compliance or applicability;

     

    (ix)  relative
to the determination of any period of time, “from” means “from and including,”
“to” means “to but excluding” and “through” means “through and
including”;

     

    (x)  the
titles to Articles and headings of Sections contained in this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a
part of or to affect the meaning or interpretation of this Agreement;
and


    
      
         


      

      
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    (xi)  unless
otherwise specified in this Agreement, all references to dollar amounts herein
shall be in respect of lawful currency of the United States.

     

    ARTICLE
2

    THE
SEPARATION

     

    Section
2.01.  The
Separation.  Upon the terms and subject to the conditions set
forth herein, each of AgFeed and AANI hereby agrees to consummate the following
transactions, effective as of the Separation Date, in the order set forth below
(except for transactions expressly contemplated by this Agreement to take place
at another time):

     

    (a)  AgFeed
shall, and shall cause its Subsidiaries to, contribute, convey, transfer, assign
and deliver to the AANI Group, and AANI shall receive and accept on behalf of
itself and other members of the AANI Group, all of AgFeed’s and its
Subsidiaries’ right, title and interest in, to and under the following Assets
(together with the Shandong Feed Shares and HopeJia
Shares, the “Animal Nutrition
Assets”):

     

    (i)  all
Intellectual Property Rights listed on Schedule 2.01(a)(i),
which either (A) shall have been transferred to members of the AANI Group
prior to the Separation Date or (B) shall be transferred to members of the
AANI Group effective as of the Separation Date;

     

    (ii)  all
personal tangible properties (including servers, computers and related
equipments) and interests therein, listed on Schedule 2.01(a)(ii),
which shall be transferred to members of the AANI Group, in each case effective
as of the Separation Date; and

     

    (iii)  all
rights (the “Real Property
Interests”) in the real properties listed on Schedule 2.01(a)(iii)
and the plants, buildings and structures thereon (collectively, the “Real Properties”), which shall
be transferred from the AgFeed Group to the AANI Group in the manner set forth
in the Plan for Transfer of Real Property Interests set forth in Schedule 2.01(a)(iii)
(the “Real Property
Transfer”);

     

    provided, that “Animal
Nutrition Assets” shall not include any Non-Animal Nutrition Assets or any other
Assets expressly contemplated by this Agreement to be retained by the AgFeed
Group following the Separation.

     

    (b)  AANI
shall, and shall cause its Subsidiaries to, convey, transfer, assign and deliver
to the AgFeed Group, and AgFeed shall receive and accept on behalf of itself and
other members of the AgFeed Group, all of AANI’s and its Subsidiaries’ right,
title and interest in, to and under the following Assets (“Non-Animal Nutrition Assets”):

     

    (i)  all
Intellectual Property Rights listed on Schedule 2.01(b)(i),
which either (A) shall have been transferred to members of the AgFeed Group
prior to the Separation Date or (B) shall be transferred to members of the
AgFeed Group effective as of the Separate Date;

     

    (ii)  all
personal tangible properties (including servers, computers and related
equipments) and interests therein, listed on Schedule 2.01(b)(ii),
which shall be transferred to members of the AgFeed Group, in each case
effective as of the Separation Date;


    
      
         


      

      
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    (c)  AANI
shall, and shall cause the other members of the AANI Group to, assume and agree
to faithfully perform, fulfill and otherwise discharge the following Liabilities
(“Animal Nutrition Liabilities”):

     

    (i)  any
and all Liabilities that are expressly contemplated by this Agreement (including
Sections 2.05, 3.05 and 6.02) as Liabilities to be assumed by any member of
the AANI Group; and

     

    (ii)  any
and all Liabilities arising on or after the Separation Date and based on facts,
events, actions or failures to act occurring on or after the Separation Date,
including any Liabilities relating to, or arising from or in connection with any
act or failure to act by any director, officer, employee, agent or
representative (whether or not such act or failure to act is or was within such
Person’s authority), relating to, arising from or in connection
with:

     

    (A)  the
ownership or use of any Animal Nutrition Assets; or

     

    (B)  the
operation or conduct of the AANI Business or the ownership or use of any Assets
(except for the Non-Animal Nutrition Assets) by any member of the AANI Group in
connection therewith, including any Liabilities arising pursuant to any
Trademark License Agreement;

     

    provided, that “Animal
Nutrition Liabilities” shall not include any Liabilities that are expressly
contemplated by this Agreement as Liabilities to be retained or assumed by any
member of the AgFeed Group.  AANI hereby irrevocably waives, releases
and discharges, and shall cause each other member of the AANI Group to
irrevocably waive, release and discharge, effective as of the Separation Date,
AgFeed and each other member of the AgFeed Group from any and all Animal
Nutrition Liabilities.

     

    (d)  AgFeed
shall, and shall cause the other members of the AgFeed Group to, assume and
agree to faithfully perform, fulfill and otherwise discharge the following
Liabilities (“Non-Animal
Nutrition Liabilities”):

     

    (i)  any
and all Liabilities that are expressly contemplated by this Agreement as
Liabilities to be assumed by any member of the AgFeed Group;

     

    (ii)  any
and all Liabilities arising before the Separation Date and based on facts,
events, actions or failures to act occurring before the Separation Date,
including any Liabilities relating to, or arising from or in connection with any
act or failure to act by any director, officer, employee, agent or
representative (whether or not such act or failure to act is or was within such
Person’s authority), relating to, arising from or in connection
with:

     

    (A)  the
ownership or use of any Animal Nutrition Assets; or

     

    (B)  the
operation or conduct of the AANI Business or the ownership or use of any Assets
by any member of the AANI Group in connection therewith; and


    
      
         


      

      
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    (iii)  any
and all Liabilities (whether arising before, on or after the Separation Date and
whether based on facts, events, actions or failures to act occurring before, on
or after the Separation Date), including any Liabilities relating to, or arising
from or in connection with any act or failure to act by any director, officer,
employee, agent or representative (whether or not such act or failure to act is
or was within such Person’s authority), relating to, arising from or in
connection with:

     

    (A)  the
ownership or use of any Non-Animal Nutrition Assets; or

     

    (B)  the
operation or conduct of the AgFeed Business or the ownership or use of any
assets by any member of the AgFeed Group in connection therewith;

     

    provided, that “Non-Animal
Nutrition Liabilities” shall not include any Liabilities that are expressly
contemplated by this Agreement as Liabilities to be retained or assumed by any
member of the AANI Group.  AgFeed hereby irrevocably waives, releases
and discharges, and shall cause each other member of the AgFeed Group to
irrevocably waive, release and discharge, effective as of the Separation Date,
AANI and each other member of the AANI Group from any and all Non-Animal
Nutrition Liabilities.

     

    Section
2.02.  Deferred
Transactions.  Except as otherwise provided in this Agreement,
the transactions contemplated by Section 2.01 shall be effective as of the
Separation Date.  If and to the extent any such transaction that is
intended to be consummated as of the Separation Date is not consummated as of
the Separation Date, whether as a result of the failure to obtain any
Governmental Approval or Consent in a timely fashion or otherwise, the parties
shall cooperate in a mutually agreeable arrangement, including sub-contracting,
sub-licensing or sub-leasing arrangement, such that the applicable party would
obtain such benefits and assume such obligations as intended
hereunder.  Without limiting the foregoing, the party retaining any
Asset that is intended to be transferred as of the Separation Date but not
transferred as of the Separation Date shall thereafter hold such Asset for the
use and benefit, insofar as reasonably possible, of the intended transferee of
such Asset hereunder (at the expense of such intended transferee) and shall
take such other actions as may be reasonably requested by the intended
transferee of such Asset (at the expense of such intended transferee) in order
to place such intended transferee, insofar as reasonably possible, in the same
position as if such Asset had been transferred as contemplated
hereunder.  The obligations set forth in the two preceding sentences
shall continue until such date when all transactions contemplated by
Section 2.01 shall have been consummated and become effective.

     

    Section
2.03.  Governmental
Approvals and Third Party Consents.

     

    (a)  The
parties shall cooperate with each other in determining whether any action by or
in respect of, or filing with, any Governmental Authority (“Governmental Approvals”), or
any actions, consents, approvals or waivers from any Third Party (“Consents”), are required in
connection with the transactions contemplated hereunder, including to effect the
transactions contemplated by Section 2.01, and shall cooperate with each
other and use reasonable efforts to obtain any such required Governmental
Approvals and Consents.

     

    (b)  If
and to the extent the consummation of any transaction contemplated hereunder
requires any Governmental Approval or Consent that is not obtained, then the
consummation of such transaction shall be automatically deferred until such time
as all required Governmental Approvals and Consents for the consummation of such
transaction are obtained, and unless AgFeed otherwise determines, shall be
consummated as promptly as practicable after all such required Governmental
Approvals and Consents are obtained.


    
      
         


      

      
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    (c)  Anything
in this Agreement to the contrary notwithstanding, this Agreement shall not
constitute an agreement to assign any Asset or any claim or right or any benefit
arising thereunder or resulting therefrom or to assume any Liability if such
assignment or assumption, without the consent of a Third Party thereto, would
constitute a breach or other contravention of such Asset or Liability or in any
way adversely affect the rights of any member of the AgFeed Group or the AANI
Group thereunder.

     

    Section
2.04.  Documents
Relating to Transfer of Assets and Assumption of
Liabilities.  In furtherance of the transactions contemplated
by this Agreement, each of AgFeed and AANI agrees to execute and deliver, and
cause to be executed and delivered, such contribution agreements, deeds, bills
of sale, stock powers, certificates of title, endorsements, assignments of
contracts and other good and sufficient instruments of conveyance, transfer and
assignment (the “Ancillary
Agreements”) as necessary to evidence (i) the valid and effective
contribution, conveyance, transfer, assignment and delivery of the Animal
Nutrition Assets to the AANI Group, (ii) the valid and effective
contribution, conveyance, transfer, assignment and delivery of the Non-Animal
Nutrition Assets to the AgFeed Group, (iii) the valid and effective
assumption of the Animal Nutrition Liabilities by the AANI Group and
(iv) the valid and effective assumption of the Non-Animal Nutrition
Liabilities and by the AgFeed Group, in each case as contemplated
hereunder.

     

    Section
2.05.  Novation of
Assumed Liabilities.

     

    (a)  At
the request of AgFeed, AANI shall use its reasonable efforts to obtain, and to
cause to be obtained, any consent, substitution, approval or amendment required
to novate or assign all Liabilities that constitute Animal Nutrition
Liabilities, or to obtain in writing the unconditional release of all parties to
such arrangements other than any member of the AANI Group, so that, in any such
case, members of the AANI Group will be solely responsible for such Liabilities;
provided  that if such consent, substitution, approval or amendment is
not obtained as of the Separation Date, AANI shall indemnify and hold harmless
members of the AgFeed Group from any and against all Losses arising from or
relating to such Liabilities in accordance with the provisions of
Section 8.01.

     

    (b)  At
the request of AANI, AgFeed shall use its reasonable efforts to obtain, and to
cause to be obtained, any consent, substitution, approval or amendment required
to novate or assign all Liabilities that constitute Non-Animal Nutrition
Liabilities, or to obtain in writing the unconditional release of all parties to
such arrangements other than any member of the AgFeed Group, so that, in any
such case, members of the AgFeed Group will be solely responsible for such
Liabilities;  provided  that if such consent, substitution,
approval or amendment is not obtained as of the Separation Date, AgFeed shall
indemnify and hold harmless members of the AANI Group from any and against all
Losses arising from or relating to such Liabilities in accordance with the
provisions of Section 8.02.


    
      
         


      

      
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    Section
2.06.  Remedial
Actions.  If after the Separation Date, the parties discover
that, contrary to the agreements between the parties, any Assets or Liabilities
were by mistake or omission, transferred or assigned to or assumed by (or not
transferred or assigned to or not assumed by) the AgFeed Group or the AANI
Group, as the case may be, which should have been transferred or assigned to or
assumed by the AANI Group or the AgFeed Group, as the case may be, the parties
shall cooperate in good faith to take any and all actions necessary to effect
the transfer or assignment, or re-transfer or re-assignment, of such Assets or
the assumption or re-assumption of such Liabilities by the appropriate party and
shall not use the remedial actions contemplated herein to alter the original
intent of the parties hereto with respect to the Separation.  Each
party shall reimburse the other or make other financial adjustments (including
cash reserves) or other adjustments to remedy any mistakes or omissions relating
to any of the Assets transferred hereby or any of the Liabilities assumed
hereby.

     

    ARTICLE
3

    OTHER
SEPARATION MATTERS

     

    Section
3.01.  Administrative Services
Agreement.  Members of the AgFeed Group and members of the AANI
Group may enter into interim administrative services agreements from time to
time covering the provision of various interim services, if any, including
financial, accounting, legal, and other services by members of the AgFeed Group
to members of the AANI Group or, in certain circumstances, vice
versa.  Such services will generally be provided for a fee equal to
the actual Direct Costs and Indirect Costs of providing such services plus an
additional amount as agreed to by the parties, subject to other consideration
being agreed to by the parties.  “Direct Costs” shall include
compensation and travel expenses attributable to employees, temporary workers,
and contractors directly engaged in performing the services as well as materials
and supplies consumed in performing the services.  “Indirect Costs” shall include
occupancy, IT supervision and other overhead burden of the department incurring
the direct costs of providing the service.  Payment for any such
services will be due within fifteen (15) days after AgFeed renders an
invoice for such services.

     

    Section
3.02.  Employees.

     

    (a)  AgFeed
shall cause each of the individuals identified by AANI prior to the Separation
Date (the “Employees
Transferred to AANI”) to (i) resign from each member of the AgFeed
Group with whom such employee has an employment relationship immediately prior
to the Separation and (ii) enter into an employment relationship with
members of the AANI Group, in each case effective as of the Separation Date or
such other date and time as may be designated by AANI.  For the
avoidance of any doubt, the date referred to in the prior sentence may be
different for each member of the AgFeed Group.

     

    (b)  Notwithstanding
any provision to the contrary set forth herein (including Section 6.02),
(i) the AgFeed Group shall be solely liable for any Action brought by or
against any Employee Transferred to AANI if and to the extent such Action arises
from or is based on facts, events or actions occurring prior to the date
referenced in Section 3.02(a); and (ii) the AANI Group shall be solely
liable for any Action brought by or against any Employee Transferred to AANI if
and to the extent such Action arises from or is based on facts, events or
actions occurring after the date referenced in
Section 3.02(a).


    
      
         


      

      
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    Section
3.03.  Real
Properties.

     

    (a)  During
the period from the date hereof until the consummation of the Real Property
Transfer, AgFeed agrees that members of the AgFeed Group (i) shall not sell
or otherwise transfer, or permit the sale or other transfer of, any Real
Properties or any interests therein without the prior written consent of AANI,
(ii) shall use their reasonable efforts to maintain in good operating
condition the Real Properties, and the plants, buildings and structures thereon,
and (iii) shall maintain in full force and effect all existing agreements
providing insurance coverage, maintenance and security services and other
services for the Real Properties, and the plants, buildings and structures
thereon (collectively, the “Real Property Service
Agreements”), as in effect as of the date hereof.

     

    (b)  After
the Separation Date and until the consummation of the Real Property Transfer,
AgFeed shall cause the relevant members of the AgFeed Group to enter into one or
more lease agreements (the “Lease Agreements”) in a form
mutually agreed by AgFeed and AANI, with one or more members of the AANI Group
designated in such written notice, to lease one or more of the Real Properties
to such designated members of the AANI Group.

     

    (c)  Notwithstanding
any provisions to the contrary herein, (i) all costs and premiums payable
by the AgFeed Group under any Real Property Service Agreement during the term of
the applicable Lease Agreement shall be passed on to the AANI Group in the form
of increased rent under such Lease Agreement; and (ii) the rent in any
Lease Agreement shall accrue commencing on the Separation Date.

     

    Section
3.04.  Existing
Agreements.  Except as otherwise provided in this Agreement,
any Ancillary Agreement or Intergroup Agreement or as mutually agreed by the
parties, all contracts, agreements, instruments, commitments, understandings or
other arrangements, whether or not in writing between (or relating to) any
member(s) of the AANI Group, on the one hand, and any member(s) of the AgFeed
Group, on the other hand, in existence immediately prior to the Separation Date
shall remain effective in accordance with their terms.

     

    Section
3.05.  Shared
Contracts.

     

    (a)  Schedule 3.05
sets forth each agreement existing as of the date hereof between a member of the
AANI Group (the “AANI Contract
Party”) and a Third Party, where such AANI Contract Party contracts with
such Third Party for the benefit of AgFeed and all of its Subsidiaries and
Affiliates (including members of the AgFeed Group) (each, a “Shared
Contract”).  Effective as of the Separation Date, AANI agrees,
and agrees to cause the other members of the AANI Group, (i) not to amend,
modify, terminate or cancel, nor waive any rights, claims or benefits to which
any Subsidiary of AgFeed (including members of the AgFeed Group) is entitled
under, nor take any action that would constitute a default under or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of any Subsidiary of AgFeed (including members of the AgFeed Group)
or to a loss of any benefit to which any Subsidiary of AgFeed (including members
of the AgFeed Group) is entitled under, a Shared Contract, without first
obtaining the prior written consent of AgFeed, (ii) to cooperate in any
reasonable arrangement requested by AgFeed under which the AANI Contract Party
would enforce a Shared Contract for the benefit of any Subsidiary of AgFeed
(including members of the AgFeed Group), (iii) to take such actions as may
be reasonably requested by AgFeed to enable members of the AgFeed Group to
receive substantially the same rights and benefits under a Shared Contract
received by members of the AANI Group.


    
      
         


      

      
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    (b)  AgFeed
hereby agrees to bear, and cause the other applicable members of the AgFeed
Group to bear, a portion of the costs incurred by the applicable AANI Contract
Party under each Shared Contract in proportion to the benefits derived by AgFeed
or such other member of the AgFeed Group under such Shared
Contract.

     

    (c)  AgFeed
hereby agrees to reimburse each AANI Contract Party for any and all Liabilities
incurred by such AANI Contract Party upon taking any actions under the
applicable Shared Contract upon the request of AgFeed given pursuant to
clause (ii) or (iii) of Section 3.05(a).

     

    Section
3.06.  Intellectual
Property License.  AgFeed and AANI shall cause the relevant
members of the AgFeed Group and the AANI Group, as applicable, to enter into the
Trademark License Agreement effective as of the Separation Date and shall cause
such members of the AgFeed Group and the AANI Group, respectively, to perform
their respective obligations under the Trademark License Agreement.

     

    Section
3.07.  Further
Assurances.  In addition to the actions specifically provided
for elsewhere in this Agreement, the parties shall use their respective
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things, reasonably necessary, proper or advisable under
Applicable Laws, regulations and agreements or otherwise to consummate and make
effective the transactions contemplated by this Agreement.

     

    ARTICLE
4

    THE IPO
AND ACTIONS PENDING THE IPO

     

    Section
4.01.  Transactions
prior to the IPO.  Subject to the occurrence of the events
described in this Article 4, the parties intend to consummate the IPO and
to take, or cause to be taken, the actions specified in this
Section 4.01.

     

    (a)  Registration
Statement.  AANI has submitted or plans to submit for
non-public review by the SEC an IPO Registration Statement, and intends to
submit such amendments or supplements thereto as may be requested by the SEC
staff in connection with such non-public review and agreed to by AANI, and
subsequently to file with the SEC the IPO Registration Statement and make such
amendments and supplements thereto as may be necessary or desirable in order to
cause the same to comply with the Securities Act and other applicable law, to
become and remain effective under the Securities Act, or as may be requested by
the representatives of the underwriters for the IPO (the “Underwriters”), including,
without limitation, filing such amendments or supplements to the IPO
Registration Statement as may be required by the underwriting agreement to be
entered into among AANI and the Underwriters (the “Underwriting Agreement”)
following the effectiveness of the IPO Registration Statement under the
Securities Act.


    
      
         


      

      
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    (b)  Underwriting
Agreement.  Following the effectiveness of the IPO Registration
Statement, AANI will enter into the Underwriting Agreement, which shall in form
and substance be satisfactory to AANI, as determined by its board of directors
or authorized designees, as appropriate, and AANI shall comply with its
obligations thereunder.

     

    (c)  Nasdaq Global Select Market
Listing.  AANI plans to prepare, file and have approved an
application for listing on the Nasdaq Global Select Market of the Class A
ordinary shares, par value $0.0001 per share, to be offered and sold in the
IPO (the “Ordinary
Shares”).

     

    Section
4.02.  Cooperation.  AgFeed
and AANI shall each consult with, and cooperate in all respects with, the other
in connection with the marketing, including roadshow presentations, and pricing
of the Ordinary Shares and shall take any and all actions as may be reasonably
necessary or desirable to consummate the IPO as contemplated by the IPO
Registration Statement and the Underwriting Agreement.

     

    ARTICLE
5

    NO
REPRESENTATIONS OR WARRANTIES

     

    Section
5.01.  No
Representations or Warranties.  EXCEPT AS EXPRESSLY SET FORTH
HEREIN OR IN ANY OTHER SEPARATION DOCUMENT, NO MEMBER OF EITHER GROUP MAKES ANY
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANY
MEMBER OF THE OTHER GROUP OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER ANY OTHER SEPARATION DOCUMENT, OR
THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF,
OR ANY OTHER MATTER INVOLVING, EITHER BUSINESS, OR THE SUFFICIENCY OF ANY ASSETS
TRANSFERRED TO THE APPLICABLE GROUP, OR THE TITLE TO ANY SUCH ASSETS, OR THAT
ANY REQUIREMENTS OF APPLICABLE LAW ARE COMPLIED WITH RESPECT TO THE CONTRIBUTION
OR ANY ASPECT OF OR ANY TRANSACTION EFFECTED IN CONNECTION WITH THE
SEPARATION.  EACH MEMBER OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS,
ASSETS AND LIABILITIES TRANSFERRED TO OR ASSUMED BY IT PURSUANT TO THIS
AGREEMENT OR ANY SEPARATION DOCUMENT ON AN “AS IS, WHERE IS” BASIS, AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR
OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.

     

    ARTICLE
6

    ACCESS TO
INFORMATION

     

    Section
6.01.  Access to
Information.

     

    (a)  From
and after the Separation Date, AgFeed and AANI shall, and shall cause each other
member of the AgFeed Group and AANI Group, respectively, to, afford promptly the
other Group and its agents and, to the extent required by Applicable Law,
authorized representatives of any Governmental Authority of competent
jurisdiction, reasonable access during normal business hours to its books of
account, financial and other records (including accountant’s work papers, to the
extent consents have been obtained), information, employees and auditors to the
extent necessary or useful for such other Group in connection with any audit,
investigation, dispute or litigation, complying with their obligations under
this Agreement or any Separation Document, any regulatory proceeding, any
regulatory filings, complying with reporting disclosure requirements or any
other requirements imposed by any Governmental Authority or any other reasonable
business purpose of the Group requesting such
access;  provided  that any such access shall not
unreasonably interfere with the conduct of the business of the Group providing
such access;  provided further  that in the event any party
reasonably determines that affording any such access to the other party would be
commercially detrimental in any material respect or violate any Applicable Law
or agreement to which such party or member of its Group is a party, or waive any
attorney-client privilege applicable to such party or any member of its Group,
the parties shall use reasonable efforts to permit the compliance with such
request in a manner that avoids any such harm or consequence.


    
      
         


      

      
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    (b)  Without
limiting the generality of the foregoing, each party shall use reasonable
efforts to cooperate with the other party’s reasonable information requests to
enable the other party to meet its timetable for dissemination of its earnings
releases, financial statements and enable such other party’s auditors to timely
complete their audit of the annual financial statements and review of the
quarterly financial statements.

     

    (c)  After
the consummation of the IPO, each Group shall maintain in effect at its own cost
and expense adequate systems and controls for its business to the extent
necessary to enable the other Group to satisfy its reporting, tax return,
accounting, audit and other obligations.

     

    Section
6.02.  Litigation
Cooperation.

     

    (a)  (i)  As
of the Separation, the applicable member of the AANI Group shall assume and
thereafter be responsible for all Liabilities that may result from the AANI
Assumed Actions and all fees and costs relating to the defense of the AANI
Assumed Actions, including attorneys’ fees and costs incurred after the
Separation.  “AANI
Assumed Actions” means those Actions primarily relating to the AANI
Business (except for Actions primarily relating to the operation of the
Non-Animal Nutrition Assets) in which any member of the AgFeed Group or any
Affiliate of a member of the AgFeed Group, other than any member of the AANI
Group, is a defendant or the party against whom the claim or investigation is
directed.

     

    (ii)  As
of the Separation, the applicable member of the AgFeed Group shall assume and
thereafter be responsible for all Liabilities that may result from the AgFeed
Assumed Actions and all fees and costs relating to the defense of the AgFeed
Assumed Actions, including attorneys’ fees and costs incurred after the
Separation.  “AgFeed
Assumed Actions” means those Actions primarily related to the AgFeed
Business (except for Actions primarily relating to the operation of the Animal
Nutrition Assets) in which any member of the AANI Group or any Affiliate of a
member of the AANI Group, other than any member of the AgFeed Group, is a
defendant or the party against whom the claim or investigation is
directed.

     

    (b)  Each
party agrees that at all times from and after the Separation if an Action
relating primarily to its Business is commenced by a Third Party naming a member
of either Group as defendants thereto, then such action shall be deemed to be a
AANI Assumed Action (in the case of an Action primarily related to the AANI
Business so long as such Action is not primarily related to the Non-Animal
Nutrition Assets) or a AgFeed Assumed Action (in the case of an Action primarily
related to the AgFeed Business so long as such Action is not primarily related
to the Animal Nutrition Assets) and the party as to which the Action primarily
relates shall use its reasonable efforts to cause the other party or member of
its Group to be removed from such Action.


    
      
         


      

      
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    (c)  The
parties agree that at all times from and after the Separation if an Action which
does not relate primarily to either party’s Business is commenced by a Third
Party naming a member of each Group as defendants thereto, then the parties
shall cooperate and consult to the extent necessary or advisable with respect to
such Action.

     

    (d)  Each
Group shall use reasonable efforts to make available to the other Group and its
accountants, counsel, and other designated representatives, upon written
request, its directors, officers, employees and representatives as witnesses,
and shall otherwise cooperate with the other Group, to the extent reasonably
required in connection with any Action arising out of either Group’s Business
prior to the Separation in which the requesting party may from time to time be
involved.

     

    Section
6.03.  Reimbursement; Ownership of
Information.

     

    (a)  Each
Group providing information or witnesses to the other Group, or otherwise
incurring any expense in connection with cooperating, under Section 6.01 or
Section 6.02 shall be entitled to receive from the recipient thereof, upon
the presentation of invoices therefor, payment for all out-of-pocket costs and
expenses (including attorney’s fees but excluding reimbursement for general
overhead, salary and employee benefits) actually incurred in providing such
access, information, witnesses or cooperation.

     

    (b)  All
information owned by one party that is provided to the other party under
Section 6.01 or Section 6.02 shall be deemed to remain the property of
the providing party.  Unless specifically set forth herein, nothing
contained in this Agreement shall be construed to grant or confer rights of
license or otherwise in any such information.

     

    Section
6.04.  Retention of
Records.  Except as otherwise required by Applicable Law or
agreed to in writing, each party shall, and shall cause the members of its Group
to, retain, in accordance with the practice of such party applicable to the
retention of its own information as in effect from time to time, any and all
information in its possession or control relating to the other Group’s
Business.  Neither party shall destroy or otherwise dispose of any
such information, subject to such retention practice, unless, prior to such
destruction or disposal, the party proposing such destruction or disposal (the
“Disposing Party”)
provides not less than 30 days’ prior written notice to the other party (the
“Receiving Party”),
specifying the information proposed to be destroyed or disposed of and the
scheduled date for such destruction or disposal.  If the Receiving
Party shall request in writing prior to the scheduled date for such destruction
or disposal that any of the information proposed to be destroyed or disposed of
be delivered to the Receiving Party, the Disposing Party shall promptly arrange
for the delivery of such of the information as was requested at the expense of
the Receiving Party;  provided  that in the event that the
Disposing Party reasonably determines that any such provision of information
would violate any Applicable Law or agreement to which such party or member of
its Group is a party, or waive any attorney-client privilege applicable to such
party or any member of its Group, the parties shall use reasonable efforts to
permit the compliance with such request in a manner that avoids any such harm or
consequence.  Any records or documents that were subject to a
litigation hold prior to the Separation Date must be retained by the applicable
party until such party is notified by the other party that the litigation hold
is no longer in effect.


    
      
         


      

      
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    Section
6.05.  Confidentiality.  Each
party acknowledges that it may have in its possession, and, in connection with
this Agreement and the Ancillary Agreements, may receive, confidential
information of the other party or any member of its Group (including information
in the possession of such other party relating to its clients or customers)
(“Confidential
Information”).  Each party shall hold and shall cause its
directors, officers, employees, agents, consultants and advisors (“Representatives”) to hold in
strict confidence and not to use except as permitted by this Agreement or any
Ancillary Agreement all such Confidential Information concerning the other party
unless (i) such party or any of its Representatives is compelled to
disclose such Confidential Information by judicial or administrative process or
by other requirements of Applicable Law or (ii) such Confidential
Information can be shown to have been (A) in the public domain through no
fault of such party or any of its Representatives, (B) lawfully acquired
after the Separation Date on a non-confidential basis from other sources not
known by such party to be under any legal obligation to keep such information
confidential or (C) developed by such party or any of its Representatives
without the use of any Confidential Information of the other
party.  Notwithstanding the foregoing, such party may disclose such
Confidential Information to its Representatives so long as such Persons are
informed by such party of the confidential nature of such Confidential
Information and are directed by such party to treat such information
confidentially.  The obligation of each party and its Representatives
to hold any such Confidential Information in confidence shall be satisfied if
they exercise the same level of care with respect to such Confidential
Information as they would with respect to their own proprietary
information.  If such party or any of its Representatives becomes
legally compelled to disclose any documents or information subject to this
Section 6.05, such party will promptly notify the other party and, upon
request, use reasonable efforts to cooperate with the other party’s efforts to
seek a protective order or other remedy.  If no such protective order
or other remedy is obtained or if the other party waives in writing such party’s
compliance with this Section 6.05, such party may furnish only that portion
of the information which it concludes, after consultation with counsel, is
legally required to be disclosed and will exercise its reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded such
information.  Each party agrees to be responsible for any breach of
this Section 6.05 by it and its Representatives.

     

    Section
6.06.  Privileged
Information.

     

    (a)  The
parties acknowledge that members of the AgFeed Group, on the one hand, and
members of the AANI Group, on the other hand, may possess documents or other
information regarding the other Group that is or may be subject to the
attorney-client privilege, the work product doctrine or common interest
privilege (collectively, “Privileges”; and such
documents and other information collectively, the “Privileged
Information”).  Each party agrees to use reasonable efforts to
protect and maintain, and to cause their respective Affiliates to protect and
maintain, any applicable claim to Privilege in order to prevent any of the other
party’s Privileged Information from being disclosed or used in a manner
inconsistent with such Privilege without the other party’s
consent.  Without limiting the generality of the foregoing, the
parties and their respective Affiliates shall not, without the other party’s
prior written consent, (i) waive any Privilege with respect to any of the
other party’s Privileged Information, (ii) fail to defend any Privilege
with respect to any such Privileged Information, or (iii) fail to take any
other actions necessary to preserve any Privilege with respect to any such
Privileged Information.


    
      
         


      

      
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    (b)  Upon
receipt by either party of any subpoena, discovery or other request that calls
for the production or disclosure of Privileged Information of the other party,
such party shall promptly notify the other party of the existence of the request
and shall provide the other party a reasonable opportunity to review the
information and to assert any rights it may have under this Section 6.06 or
otherwise to prevent the production or disclosure of such Privileged
Information.  Each party agrees that it will not produce or disclose
any information that may be covered by a Privilege of the party under this
Section 6.06 unless (i) the other party has provided its written
consent to such production or disclosure (which consent shall not be
unreasonably withheld) or (ii) a court of competent jurisdiction has
entered a final, nonappealable order finding that the information is not
entitled to protection under any applicable Privilege.

     

    Section
6.07.  Auditors and
Audits; Financial Statements; Accounting Matters.  Each party
agrees that:

     

    (a)  Selection of
Auditors.

     

    (i)  Until
the first Parent fiscal year end occurring after the date that members of the
AgFeed Group no longer collectively own at least a majority of the voting power
of the then outstanding securities of AANI, AANI shall use its reasonable best
efforts to select the independent certified public accountants (“AANI’s Auditors”) used by
Parent to serve as its independent certified public accountants (“Parent’s Auditors” and, for
the avoidance of doubt, should Parent at any time change the accounting firm
serving as its independent certified public accountants, “Parent’s Auditors” shall
thereafter mean the new firm serving as Parent’s independent certified public
accountants) for purposes of providing an opinion on its consolidated financial
statements; provided, however, that AANI’s Auditors may be different from
Parent’s Auditors if necessary to comply with applicable laws regarding auditor
independence and qualifications (provided, however, that AANI shall not take any
actions, and shall use its reasonable best efforts to cause its directors,
officers and employees not to take any actions, that could reasonably be
expected to require AANI to engage auditors other than Parent’s Auditors). After
the consummation of the IPO, the foregoing shall not be construed so as to
unlawfully limit any responsibility of the audit committee of AANI’s board of
directors, pursuant to SEC Rule 10A-3(b)(2) and rules of the Nasdaq Global
Select Market, to appoint, compensate, retain and oversee the work of the
registered public accounting firm AANI engages.

     

    (ii)  Until
the first Parent fiscal year end occurring after the date that members of the
AgFeed Group no longer collectively own at least a majority of the voting power
of the then outstanding securities of AANI, AANI shall provide to the AgFeed
Group as much prior notice as reasonably practical of any change in AANI’s
Auditors for purposes of providing an opinion on its consolidated financial
statements.


    
      
         


      

      
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    (b)  Certifications and
Attestations.

     

    (i)  Until
the first Parent fiscal year end occurring after members of the AgFeed Group no
longer collectively own at least a majority of the voting power of the then
outstanding securities of AANI, and thereafter to the extent necessary for the
timely filing by Parent of annual and quarterly reports under the Exchange Act
or in connection with any investigations of prior periods, AANI shall cause its
principal executive officer and principal financial officer to provide to Parent
on a timely basis and as reasonably requested by Parent (A) any
certificates requested as support for the certifications and attestations
required by Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 to be
filed with such annual and quarterly reports, (B) any certificates or other
written information which such principal executive officer or principal
financial officer received as support for the certificates provided to Parent
and (C) a reasonable opportunity to discuss with such principal financial
officer and other appropriate officers and employees of such party any issues
reasonably related to the foregoing.

     

    (ii)  The
extent necessary for the timely filing by AANI of annual and quarterly reports
under the Exchange Act or in connection with any investigations of prior
periods, Parent shall cause its appropriate officers and employees to provide to
AANI on a timely basis and as reasonably requested by AANI (A) any
certificates requested as support for the certifications and attestations
required by Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 to be
filed with such annual and quarterly reports, (B) any certificates or other
information which such appropriate officers and employees received as support
for the certificates provided to such Party and (C) a reasonable
opportunity to discuss with such appropriate officers and employees any issues
reasonably related to the foregoing.

     

    (c)  Compliance With Laws, Policies and
Regulations.  Until members of the AgFeed Group no longer
collectively own at least a majority of the voting power of the then outstanding
securities of AANI, AANI shall comply with all financial accounting and
reporting rules, policies and directives of Parent, to the extent such rules,
policies and directives have been previously communicated to AANI, and fulfill
all timing and reporting requirements, applicable to Subsidiaries that are
consolidated with Parent for financial statement purposes.  Without
limiting the foregoing, AANI shall comply with all financial accounting and
reporting rules and policies, and fulfill all timing and reporting requirements,
under applicable federal securities laws and Nasdaq Global Select Market
rules.  AANI shall not be deemed to be in breach of its obligations
set forth in this provision to the extent that AANI is unable to comply with
such obligations as a result of the actions or inactions of Parent.

     

    (d) Identity of Personnel Performing the
Annual Audit and Quarterly Reviews. Until members of the AgFeed Group no
longer collectively own at least a majority of the voting power of the then
outstanding securities of AANI, and thereafter to the extent such information
and cooperation is necessary for the preparation of financial statements or
completing a financial statements audit, AANI shall authorize AANI’s Auditors to
make available to Parent’s Auditors both the personnel who performed or will
perform the annual audits and quarterly reviews of AANI and work papers related
to the annual audits and quarterly reviews of AANI, in all cases within a
reasonable time prior to AANI’s Auditors’ opinion date, so that Parent’s
Auditors are able to perform the procedures they consider necessary to take
responsibility for the work of AANI’s Auditors as it relates to Parent’s
Auditors’ report on Parent’s financial statements, all within sufficient time to
enable Parent to meet its timetable for the printing, filing and public
dissemination of Parent’s annual and quarterly statements. Similarly, Parent
shall authorize Parent’s Auditors to make available to AANI’s Auditors both the
personnel who performed or will perform the annual audits and quarterly reviews
of Parent and work papers related to the annual audits and quarterly reviews of
Parent, in all cases within a reasonable time prior to Parent’s Auditors’
opinion date, so that AANI’s Auditors are able to perform the procedures they
consider necessary to take responsibility for the work of Parent’s Auditors as
it relates to AANI’s Auditors’ report on AANI’s statements, all within
sufficient time to enable AANI to meet its timetable for the printing, filing
and public dissemination of such Party’s annual and quarterly financial
statements.


    
      
         


      

      
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    (e)  Notice of Change in Accounting
Principles.  Until members of the AgFeed Group no longer
collectively own at least a majority of the voting power of the then outstanding
securities of AANI, and thereafter if a change in accounting principles by
Parent or AANI would affect the historical financial statements of the other
party, no such party shall make or adopt any significant changes in its
accounting estimates or accounting principles from those in effect on the date
following the consummation of the IPO without first consulting with each other
party, and if requested by any other party, such party’s independent public
accountants with respect thereto.  Parent shall give AANI as much
prior notice as reasonably practical of any proposed determination of, or any
significant changes in, its accounting estimates or accounting principles from
those in effect on the date following the consummation of the
IPO.  Parent will consult with AANI and, if requested by AANI, Parent
will consult with AANI’s Auditor with respect thereto.  AANI shall
give Parent as much prior notice as reasonably practical of any proposed
determination of, or any significant changes in, its accounting estimates or
accounting principles from those in effect on the date following the
consummation of the IPO.  AANI will consult with Parent and, if
requested by Parent, AANI will consult with Parent’s Auditor with respect
thereto.

     

    (f)  Conflict With Third-Party
Agreements.  Nothing in Section 6.01, Section 6.04 or
this Section 6.07 shall require AANI to violate any agreement with any
third party regarding the confidentiality of confidential and proprietary
information relating to that third party or its business; provided, however,
that in the event that AANI is required under Section 6.01,
Section 6.04 or this Section 6.07 to disclose any such information,
AANI shall use its reasonable best efforts to seek to obtain such third party’s
consent to the disclosure of such information.

     

    ARTICLE
7

    OTHER
AGREEMENTS

     

    Section
7.01.  Ancillary
Agreements.  On the Separation Date, AgFeed and AANI shall, and
shall cause the other applicable members of their respective Group to, execute
and deliver each Ancillary Agreement (except for Ancillary Agreements that are
to be executed on a later date as provided herein).

     

    Section
7.02.  Intergroup
Agreements.  On the Separation Date, AgFeed and AANI shall, and
shall cause the other applicable members of their respective Group to, execute
and deliver each Intergroup Agreement (except for Intergroup Agreements that are
to be executed on a later date as provided herein).


    
      
         


      

      
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    Section
7.03. Rights and Liabilities
under this Agreement, Ancillary Agreements and Intergroup Agreements.
Notwithstanding anything to the contrary herein, each of AgFeed and AANI shall
retain any and all rights of any other member of its Group arising under this
Agreement, any Ancillary Agreement, any Intergroup Agreement or the transactions
contemplated hereby or thereby and shall assume any and all Liabilities of any
other member of its Group (including indemnification obligations) under this
Agreement, any Ancillary Agreement or any Intergroup Agreement.

     

    ARTICLE
8

    INDEMNIFICATION

     

    Section
8.01.  AANI
Indemnification of AgFeed Group.  Effective at and after the
Separation, AANI shall indemnify, defend and hold harmless the AgFeed Group and
the respective directors, officers, employees and Affiliates of each member of
the AgFeed Group (the “AgFeed
Indemnitees”) from and against any and all Losses incurred or suffered by
any of the AgFeed Indemnitees arising out of or in connection with:

     

    (a)  any
Animal Nutrition Liabilities, or the failure of any member of the AANI Group to
pay, perform or otherwise discharge any Animal Nutrition
Liabilities;

     

    (b)  any
breach by AANI or any other member of the AANI Group of this Agreement or any
other Separation Document; and

     

    (c) any Liabilities
relating to, arising out of or resulting from any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, with respect to all information (i) contained in the IPO
Registration Statement, any issuer free writing prospectus or any preliminary,
final or supplemental prospectus forming a part of the IPO Registration
Statement (other than information provided in writing by any member of the
AgFeed Group to AANI specifically for inclusion in the IPO Registration
Statement, any issuer free writing prospectus or any preliminary, final or
supplemental prospectus forming a part of the IPO Registration Statement), (ii)
contained in any public filings made by AANI with the SEC following the
consummation of the IPO or (iii) provided in writing by a member of the AANI
Group to Parent specifically for inclusion in Parent’s annual or quarterly
reports following the consummation of the IPO to the extent (A) such information
pertains to (x) a member of the AANI Group or (y) the AANI Business or (B)
Parent has provided prior written notice to AANI that such information will be
included in one or more annual or quarterly reports, specifying how such
information will be presented, and the information is included in such annual or
quarterly reports; provided that this sub-clause (B) shall not apply to the
extent that any such Liability arises out of or results from, or in connection
with, any action or inaction of Parent or any of its Subsidiaries, including as
a result of any misstatement or omission of any information by Parent or any of
its Subsidiaries to AANI.

     

    For the
avoidance of doubt, the indemnification obligations set forth in this
Section 8.01 shall be in addition to any other indemnification obligations
of AANI or any other member of the AANI Group contained in this Agreement or any
other Separation Document.


    
      
         


      

      
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    Section
8.02.  AgFeed
Indemnification of AANI Group.  Effective at and after the
Separation, AgFeed shall indemnify, defend and hold harmless the AANI Group and
the respective directors, officers, employees and Affiliates of each member of
the AANI Group (the “AANI
Indemnitees”) from and against any and all Losses incurred or suffered by
any of the AgFeed Indemnitees and arising out of or in connection
with

     

    (a)  any
Non-Animal Nutrition Liabilities, or the failure of any member of the AgFeed
Group to pay, perform or otherwise discharge any Non-Animal Nutrition
Liabilities;

     

    (b)  any
breach by AgFeed or any other member of the AgFeed Group of this Agreement or
any Separation Document; and

     

    (c)  any
Liabilities relating to, arising out of or resulting from any untrue statement
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, with respect to all information
(i) contained in the IPO Registration Statement, any issuer free writing
prospectus or any preliminary, final or supplemental prospectus forming a part
of the IPO Registration Statement and provided in writing by a member of the
AgFeed Group to AANI specifically for inclusion in the IPO Registration
Statement, any issuer free writing prospectus or any preliminary, final or
supplemental prospectus forming a part of the IPO Registration Statement,
(ii) contained in any public filings made by Parent with the SEC following
the consummation of the IPO or (iii) provided in writing by a member of the
AgFeed Group to AANI specifically for inclusion in AANI’s annual or quarterly
reports following the consummation of the IPO to the extent (A) such
information pertains to (x) a member of the AgFeed Group or (y) the
AgFeed Business or (B) AANI has provided prior written notice to Parent
that such information will be included in one or more annual or quarterly
reports, specifying how such information will be presented, and the information
is included in such annual or quarterly reports; provided that this sub-clause
(B) shall not apply to the extent that any such Liability arises out of or
results from, or in connection with, any action or inaction of a member of the
AANI Group, including as a result of any misstatement or omission of any
information by a member of the AANI Group to Parent.

     

    For the
avoidance of doubt, the indemnification obligations set forth in this
Section 8.02 shall be in addition to any other indemnification obligations
of AgFeed, or any other member of the AgFeed Group contained in this Agreement
or any other Separation Document.

     

    Section
8.03.  Procedures.

     

    (a)  The
party seeking indemnification under Section 8.01 or Section 8.02
(the “Indemnified
Party”) agrees to give prompt notice to the party against whom indemnity
is sought (the “Indemnifying
Party”) of the assertion of any claim, or the commencement of any suit,
action or proceeding (“Claim”) in respect of which
indemnity may be sought hereunder and will provide the Indemnifying Party such
information with respect thereto that the Indemnifying Party may reasonably
request.  The failure to so notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder, except to the
extent such failure shall have materially prejudiced the Indemnifying
Party.


    
      
         


      

      
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    (b)  The
Indemnifying Party shall be entitled to participate in the defense of any Claim
asserted by any Third Party (“Third-Party Claim”) and,
subject to the limitations set forth in this Section 8.03, if it so
notifies the Indemnified Party no later than 30 days after receipt of the
notice described in Section 8.03(a), shall be entitled to control and
appoint lead counsel for such defense, in each case at its
expense.  If the Indemnifying Party does not, the Indemnified Party
shall have the right to defend or contest such Third-Party Claim through counsel
chosen by the Indemnified Party reasonably acceptable to the Indemnifying Party,
subject to the provisions of this Section 8.03(a).  The
Indemnified Party shall provide the Indemnifying Party and such counsel with
such information regarding such Third-Party Claim as either of them may
reasonably request (which request may be general or specific).

     

    (c)  If
the Indemnifying Party shall assume the control of the defense of any
Third-Party Claim in accordance with the provisions of this Section 8.03,
(i) the Indemnifying Party shall obtain the prior written consent of the
Indemnified Party (which shall not be unreasonably withheld) before
entering into any settlement of such Third-Party Claim, if the settlement does
not release the Indemnified Party from all liabilities and obligations with
respect to such Third-Party Claim or the settlement imposes injunctive or other
equitable relief against the Indemnified Party and (ii) the Indemnified
Party shall be entitled to participate in (but not control) the defense of such
Third-Party Claim and to employ separate counsel of its choice for such
purpose.  The fees and expenses of such separate counsel shall be paid
by the Indemnified Party.

     

    (d)  Each
party shall cooperate, and cause their respective Affiliates to cooperate, in
the defense or prosecution of any Third-Party Claim and shall furnish or cause
to be furnished such records, information and testimony, and attend such
conferences, discovery proceedings, hearings, trials or appeals, as may be
reasonably requested in connection therewith.

     

    (e)  Each
Indemnified Party shall use reasonable efforts to collect any amounts available
under insurance coverage, or from any other Person alleged to be responsible,
for any Losses payable under Section 8.01 or
Section 8.02.

     

    (f)  If
any Third Party Claim shall be brought against a member of each Group, then such
Action shall be deemed to be a AANI Assumed Action or a AgFeed Assumed Action in
accordance with Article 6, and the party as to which the Action primarily
relates shall be deemed to be the Indemnifying Party for the purposes of this
Article 8 and be entitled to control and appoint lead counsel for the
defense of such Action.

     

    Section
8.04.  Calculation
of Indemnification Amount.  Any indemnification amount pursuant
to Section 8.01 or Section 8.02 shall be paid (i) net of any
amounts recovered by the Indemnified Party under applicable insurance policies
or from any other Person alleged to be responsible therefor, and
(ii) taking into account any tax benefit actually realized and any tax cost
incurred by the Indemnified Party arising from the incurrence or payment of the
relevant Losses.  If the Indemnified Party receives any amounts under
applicable insurance policies, or from any other Person alleged to be
responsible for any Losses, subsequent to an indemnification payment by the
Indemnifying Party, then such Indemnified Party shall promptly reimburse the
Indemnifying Party for any payment made or expense incurred by such Indemnifying
Party in connection with providing such indemnification payment up to the amount
received by the Indemnified Party, net of any expenses incurred by such
Indemnified Party in collecting such amount.  The Indemnifying Party
shall not be liable for any Losses under Section 8.01 or Section 8.02
to the extent they are special, indirect, incidental, consequential or punitive
damages or lost profits.


    
      
         


      

      
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    Section
8.05.  Contribution.  If
for any reason the indemnification provided for in Section 8.01 or
Section 8.02 is unavailable to any Indemnified Party, or insufficient to
hold it harmless, then the Indemnifying Party shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses in such
proportion as is appropriate to reflect the relative fault of the AgFeed Group,
on the one hand, and the AANI Group, on the other hand, in connection with the
conduct, statement or omission that resulted in such Losses.

     

    Section
8.06. Non-Exclusivity of
Remedies. The remedies provided for in this Article 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any Indemnified Party at law or in equity; provided that the procedures set
forth in Sections 8.03 and 8.04 shall be the exclusive procedures governing any
indemnity action brought under this Agreement.

     

    Section
8.07.  Survival of
Indemnities.  The rights and obligations of any Indemnified
Party or Indemnifying Party under this Article 8 shall survive the sale or
other transfer of any party of any of its assets, business or liabilities or the
acquisition of control of such party (by sale of capital stock or other equity
interests, merger, consolidation or otherwise).

     

    ARTICLE
9

    MISCELLANEOUS

     

    Section
9.01.  Notices.  Any
notice, instruction, direction or demand under the terms of this Agreement
required to be in writing shall be duly given upon delivery, if delivered by
hand, facsimile transmission, or mail, to the following addresses:

     

    If to
AgFeed to:

     

    
      	
               
      

            	
              AgFeed
      Industries, Inc.

            


    

    
      	
               
      

            	
              c/o
      AgFeed Industries, Inc.

            


    

    
      	
               
      

            	
              Suite
      A1001-1002, Tower 16

            


    

    
      	
               
      

            	
              Hengmao
      International Center

            


    

    
      	
               
      

            	
              333
      S. Guangchang Road

            


    

    
      	
               
      

            	
              Nanchang,
      Jiangxi Province  330003

            


    

    
      	
               
      

            	
              The
      People’s Republic of China

            


    

    
      	
               
      

            	
              Attn:  Dr.
      Songyan Li

            


    

    
      	
               
      

            	
              Facsimile:  +(86) 791-6669090

            


    

    


    with a
copy to:

     

    
      	
               
      

            	
              Stevens
      & Lee

            


    

    
      	
               
      

            	
              1818
      Market Street

            


    

    
      	
               
      

            	
              29th
      Floor

            


    

    
      	
               
      

            	
              Philadelphia,
      Pennsylvania  19103-1702

            


    

    
      	
               
      

            	
              Attn:

            	
              William
      W. Uchimoto, Esquire

            


    

    
      	
               
      

            	
              Sunjeet S.
      Gill, Esquire

            


    

    
      	
               
      

            	
              Facsimile:  (610)
      371-7742

            


    


    
      
         


      

      
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    If to
AANI to:

     

    
      	
               
      

            	
              AgFeed
      Animal Nutrition Inc.

            


    

    
      	
               
      

            	
              Suite
      A1001-1002, Tower 16

            


    

    
      	
               
      

            	
              Hengmao
      International Center

            


    

    
      	
               
      

            	
              333
      S. Guangchang Road

            


    

    
      	
               
      

            	
              Nanchang,
      Jiangxi Province  330003

            


    

    
      	
               
      

            	
              The
      People’s Republic of China

            


    

    
      	
               
      

            	
              Attn:  Mr. Junhong
      Xiong

            


    

    
      	
               
      

            	
              Facsimile:  +(86) 791-6669090

            


    

    


    or to
such other addresses or telecopy numbers as may be specified by like notice to
the other party.  All such notices, requests and other communications
shall be deemed given, (a) when delivered in person or by courier or a
courier services, (b) if sent by facsimile transmission (receipt confirmed)
on a Business Day prior to 5 p.m. in the place of receipt, on the date of
transmission (or, if sent after 5 p.m., on the following Business Day) or
(c) if mailed by certified mail (return receipt requested), on the date
specified on the return receipt.

     

    Section
9.02.  Amendments;
No Waivers.

     

    (a)  Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by
AgFeed and AANI, or in the case of a waiver, by the party against whom the
waiver is to be effective.

     

    (b)  No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

     

    Section
9.03.  Expenses.  Except
as specifically provided otherwise in this Agreement or any Ancillary Agreement,
all costs and expenses incurred by the AgFeed Group in connection with the
Separation and related transactions shall be paid by AgFeed, and all costs and
expenses incurred by the AANI Group in connection with the Separation and
related transactions shall be paid by AANI.

     

    Section
9.04.  Successors
and Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; provided that neither party
may assign, delegate or otherwise transfer any of its rights or obligations
under this Agreement without the consent of the other parties
hereto.  If any party or any of its successors or permitted assigns
(i) shall consolidate with or merge into any other Person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger or (ii) shall transfer all or substantially all of its properties
and assets to any Person, then, and in each such case, proper provisions shall
be made so that the successors and assigns of such party shall assume all of the
obligations of such party under the Separation Documents.


    
      
         


      

      
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    Section
9.05.  Governing
Law.  This Agreement shall be construed in accordance with and
governed by the law of the Commonwealth of Pennsylvania, without regard to the
conflict of laws rules thereof.

     

    Section
9.06.  Counterparts;
Effectiveness; Third-Party Beneficiaries.  This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by the other party
hereto.  Until and unless each party has received a counterpart hereof
signed by the other party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication).  Except for
the indemnification and release provisions of Article 8, neither this
Agreement nor any provision hereof is intended to confer any rights, benefits,
remedies, obligations, or liabilities hereunder upon any Person other than the
parties hereto and their respective successors and permitted
assigns.

     

    Section
9.07.  Entire
Agreement.  This Agreement and the other Separation Documents
constitute the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersedes all prior agreements, understandings
and negotiations, both written and oral, between the parties with respect to the
subject matter hereof and thereof.  No representation, inducement,
promise, understanding, condition or warranty not set forth herein or in the
other Separation Documents has been made or relied upon by any party hereto or
any member of their Group with respect to the transactions contemplated by the
Separation Documents.  To the extent that the provisions of this
Agreement are inconsistent with the provisions of any other Separation Document,
the provisions of such other Separation Document shall prevail.  The
Schedules and Exhibits attached to this Agreement shall be considered an
integral part of this Agreement.

     

    Section
9.08.  Jurisdiction.  Any
Action seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby
shall be brought in the United States District Court for the Eastern District of
Pennsylvania or any other Commonwealth court sitting in Philadelphia County, and
each of the parties hereby consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court.  Without limiting the foregoing, each
party agrees that service of process on such party as provided in
Section 8.01 shall be deemed effective service of process on such
party.

     

    Section
9.09.  WAIVER OF
JURY TRIAL.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    Section
9.10.  Termination.  Notwithstanding
any provisions hereof, at any time prior to the consummation of the IPO, the
Board of Directors of AgFeed may, in its sole discretion, at any time terminate
this Agreement and/or abandon the Separation, whether or not it has theretofore
approved this Agreement and/or the Separation.  In the event this
Agreement is terminated pursuant to the preceding sentence, neither party nor
any of its directors or officers shall have any liability or further obligation
to the other party.  Following the consummation of the IPO, this
Agreement may be terminated by mutual consent of the parties hereto, evidenced
by an instrument in writing signed on behalf of each of the applicable
parties.  In the event of termination pursuant to the preceding
sentence, neither party nor any of its directors or officers shall have any
liability or further obligation to the other party.  This Agreement
shall terminate on the date that is five (5) years after the first date
upon which members of the AgFeed Group no longer collectively own at least fifty
percent (50%) of the voting power of the then outstanding securities of
AANI; provided, however, that the provisions of Section 6.02 shall survive
for a period of seven (7) years after the termination of this Agreement and
the provisions of Section 6.04, Article 8 and Article 9 shall
survive indefinitely after the termination of this Agreement.

     

    Section
9.11.  Severability.  If
any one or more of the provisions contained in this Agreement should be declared
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement shall not
in any way be affected or impaired thereby so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon such a declaration, the parties
shall modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner so that the transactions
contemplated hereby are consummated as originally contemplated to the fullest
extent possible.

     

    Section
9.12.  Survival.  All
covenants and agreements of the parties contained in this Agreement shall
survive the Separation Date indefinitely, unless a specific survival or other
applicable period is expressly set forth herein.

     

    Section
9.13.  Captions.  The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.

     

    Section
9.14.  Specific
Performance.  Each party to this Agreement acknowledges and
agrees that damages for a breach or threatened breach of any of the provisions
of this Agreement would be inadequate and irreparable harm would
occur.  In recognition of this fact, each party agrees that, if there
is a breach or threatened breach, in addition to any damages, the other
non-breaching party to this Agreement, without posting any bond, shall be
entitled to seek and obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction,
attachment, or any other equitable remedy which may then be available to
obligate the breaching party (i) to perform its obligations under this
Agreement or (ii) if the breaching party is unable, for whatever reason, to
perform those obligations, to take any other actions as are necessary, advisable
or appropriate to give the other party to this Agreement the economic effect
which comes as close as possible to the performance of those obligations
(including, but not limited to, transferring, or granting liens on, the assets
of the breaching party to secure the performance by the breaching party of those
obligations).


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    Section
9.15.  Performance.  Each
party shall cause to be performed all actions, agreements and obligations set
forth herein to be performed by any member of such party’s Group.

     

    IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date first above
written.

     

    
      
        	
                AGFEED
      INDUSTRIES, INC.

              
	 
      
	
                By:  

              	
                /s/ Li
      Songyan

              
	
                 
      

              	
                
                  Name:   
      Songyan Li

                

              
	
                 
      

              	
                
                  Title:     
      President

                

              
	 
      
	
                AGFEED
      ANIMAL NUTRITION INC.

              
	 
      
	
                By:

              	
                /s/ Li
      Songyan

              
	
                 
      

              	
                
                  Name:  
       Songyan Li

                

              
	
                 
      

              	
                
                  Title:     
      President

                

              


      

    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    SCHEDULE
1.01

     

    Entities
of AANI Group Immediately Post Separation

     

    
      
        	
                
                  Name

                

              	 
      	
                
                  Jurisdiction

                

              	 
      	
                
                  Beneficial

                  Ownership

                

              
	 
      	 
      	 
      	 
      	 
      
	
                AgFeed
      Animal Nutrition Inc.

              	 
      	
                British
      Virgin Islands

              	 
      	
                Parent
      company

              
	 
      	 
      	 
      	 
      	 
      
	
                Shandong
      AgFeed Agribusiness Co., Ltd.

              	 
      	
                The
      PRC

              	 
      	
                100%

              
	 
      	 
      	 
      	 
      	 
      
	
                Hainan
      HopeJia Feed Co., Ltd.

              	 
      	
                The
      PRC

              	 
      	
                100%

                (via Shandong
      Feed)

              
	 
      	 
      	 
      	 
      	 
      
	
                Nanchang
      AgFeed Animal Feed Co., Ltd.

              	 
      	
                The
      PRC

              	 
      	
                100%

                (via Shandong
      Feed)

              
	 
      	 
      	 
      	 
      	 
      
	
                Shanghai
      AgFeed Animal Feed Co., Ltd.

              	 
      	
                The
      PRC

              	 
      	
                100%

                (via Shandong
      Feed)

              
	 
      	 
      	 
      	 
      	 
      
	
                Nanning
      AgFeed Animal Feed Co., Ltd.

              	
                  

              	
                The
      PRC

              	
                  

              	
                100%

                (via Shandong
      Feed)

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.01(a)(i)

     

    List
of IP Rights to be Transferred to AANI Group

     

    
      
        	
                Owner

              	 
      	
                Trademark

                Name

              	 
      	
                Cert No.

              	 
      	
                Authorized

                Category

              	 
      	
                Effective

                Through

              
	
                Guangxi
      Huijie

              	 
      	
                Lucky
      Bull (Logo)

              	 
      	
                1996808

              	 
      	
                Animal
      Feed (Category 31)

              	 
      	
                October
      6, 2013

              
	
                Guangxi
      Huijie

              	 
      	
                Huijie
      (Logo)

              	 
      	
                1650558

              	 
      	
                Animal
      Feed (Category 31)

              	 
      	
                October
      13, 2011

              
	
                Nanchang
      Best

              	 
      	
                JWT
      (Chinese Character)

              	 
      	
                4287954

              	 
      	
                Animal
      Feed (Category 31)

              	 
      	
                March
      6, 2017

              
	
                Nanchang
      Best

              	 
      	
                Best
      (Chinese Character)

              	 
      	
                3520694

              	 
      	
                Veterinary
      drugs and pesticides etc. (Category 5)

              	 
      	
                February
      13, 2015

              
	
                Nanchang
      Best

              	 
      	
                Advantage
      (Chinese Character)

              	 
      	
                4287955

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                March
      6, 2017

              
	
                Nanchang
      Best

              	 
      	
                Block
      (Chinese Character)

              	 
      	
                4287956

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                March
      6, 2017

              
	
                Nanchang
      Best

              	 
      	
                BML
      (Chinese Character)

              	 
      	
                5356508

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                April
      20, 2019

              
	
                Nanchang
      Best

              	 
      	
                Best
      (Chinese Character)

              	 
      	
                3520715

              	 
      	
                Meat
      and meat products (Category 29)

              	 
      	
                November
      6, 2014

              
	
                Nanchang
      Best

              	 
      	
                Best
      (Chinese Character)

              	 
      	
                3520714

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                August
      6, 2014

              
	
                Nanchang
      Best

              	 
      	
                Best
      Growth (Chinese Character)

              	 
      	
                5803911

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                July
      6, 2019

              
	
                Nanchang
      Best

              	 
      	
                Best
      King (Chinese Character)

              	 
      	
                5803913

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                July
      6, 2019

              
	
                Nanchang
      Best

              	 
      	
                Best
      Silver(Chinese Character)

              	 
      	
                5803912

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                July
      6, 2019

              
	
                Nanchang
      Best

              	 
      	
                Nanny
      (Chinese Character)

              	 
      	
                5459148

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                May
      13, 2019

              
	
                Nanchang
      Best

              	 
      	
                Best
      Logo

              	 
      	
                5459146

              	 
      	
                Meat
      and meat products (Category 29)

              	 
      	
                May
      13, 2019

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                Owner

              	 
      	
                Trademark

                Name

              	 
      	
                Cert No.

              	 
      	
                Authorized

                Category

              	 
      	
                Effective

                Through

              
	
                Nanchang
      Best

              	 
      	
                Best
      Logo

              	 
      	
                5459147

              	 
      	
                Grain,
      flour etc. (Category 30)

              	 
      	
                May
      27, 2019

              
	
                Nanchang
      Best

              	 
      	
                Classic

              	 
      	
                5552169

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                May
      20, 2019

              
	
                Shanghai
      Best

              	 
      	
                Little
      Horse (Chinese Logo)

              	 
      	
                4282075

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                April
      6, 2017

              
	
                Shanghai
      Best

              	 
      	
                Strong
      (Chinese Logo)

              	 
      	
                4790824

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                April
      6, 2018

              
	
                Shanghai
      Best

              	 
      	
                Little
      Horse (Chinese Character)

              	 
      	
                4790822

              	 
      	
                Oat;
      Beet; Malt etc. (Category 31)

              	 
      	
                June
      13, 2018

              
	
                Shanghai
      Best

              	 
      	
                Baby
      Joy

              	 
      	
                4790823

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                April
      6, 2018

              
	
                Shanghai
      Best

              	 
      	
                Little
      Horse (English Logo)

              	 
      	
                3671495

              	 
      	
                Animal
      Feed etc. (Category 31)

              	 
      	
                February
      20, 2015

              
	
                Shanghai
      Best

              	
                  

              	
                Sow
      Care

              	
                  

              	
                4282082

              	
                  

              	
                Animal
      Feed etc. (Category 31)

              	
                  

              	
                February
      27, 2017

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.01(a)(ii)

     

    List
of Personal Tangible Properties to be Transferred to AANI Group

     

    See
attached


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.01(a)(iii)

     

    List
of Real Properties to be Leased and Transferred to AANI Group

     

    
      	
               
      

            	
              1.

            	
              Parcel
      One — Leased premises at No. 4188 Taiqing Road, Fengxian District,
      Shanghai

            


    

     

    
      	
               
      

            	
              2.

            	
              Parcel
      Two — Owned premises in Chang Bei District Industrial Park, in Nanchang,
      Jiangxi Province

            


    

     

    
      	
               
      

            	
              3.

            	
              Parcel
      Three — Owned premises in Coastal Industrial Park, Liangqin District,
      Nanning City, Guangxi Province

            


    

     

    
      	
               
      

            	
              4.

            	
              Parcel
      Four — Leased premises at No. 4 Chuangye Street, East New Area, in
      the city of Taian, Shandong
Province

            


    

     

    
      	
               
      

            	
              5.

            	
              Parcel
      Five — Owned premised on South Wuting Road, Laocheng Development Zone,
      Chengmai County, Hainan Province

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Plan
for Transfer of Real Property Interests

     

    The Real
Property Interests shall be transferred from the AgFeed Group to the AANI Group
in the following steps after the Separation Date:

     

    For
Parcel One: A member of the AANI Group will enter into a new lease with the
current landlord for these premises.

     

    For
Parcel Two and Parcel Three:

     

    Step #1:  On
the Separation Date, (a) Guangxi Huijie will enter into a sublease
agreement with a member of the AANI Group related to Parcel Two, and
(b) Nanchang Best will enter into a sublease agreement with a member of the
AANI Group related to Parcel Three.  Simultaneously, (x) Guangxi
Huijie will enter into a real property transfer agreement with a member of the
AANI Group related to Parcel Two, and (y) Nanchang Best will enter
into a real property transfer agreement with a member of the AANI Group related
to Parcel Three.  Each real property transfer agreement will require
certain Government Approvals related to such transfer prior to
consummation.

     

    Step #2:  Prior
to the consummation of the IPO, the mortgages on Parcel One and
Parcel Two will be removed.

     

    Step #3:  Once
the mortgage is removed, the AgFeed Group and the AANI Group will use their
respective commercially reasonable efforts to obtain the required Governmental
Approvals to effect the transfers contemplated by the real property transfer
agreements.

     

    Step #4:  Upon
receipt of the respective Governmental Approvals, (a) the sublease
agreement between Guangxi Huijie and a member of the AANI Group related to
Parcel Two will terminate pursuant to its terms, and (b) the sublease
agreement between Nanchang Best and a member of the AANI Group related to
Parcel Three will terminate pursuant to its terms.

     

    For
Parcel Four and Parcel Five:  The member of the AANI Group will
acquire use of such premises pursuant to the transfer of the Shandong Feed
Shares and HopeJia Shares to the AANI Group.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.01(c)(i)

     

    List
of IP Rights to be Transferred to AgFeed Group

     

    None.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.01(c)(ii)

     

    List
of Personal Tangible Properties to be Transferred to AgFeed Group

     

    None.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
3.05

     

    List
of Shared Contracts

     

    None.