Unassociated Document


    
      Exhibit
10.8

    

    NON-COMPETE
AGREEMENT

     

    This
Non-Compete Agreement (this “Agreement”) is entered into as
of October 1, 2010 by and between AgFeed Industries, Inc., a company
organized and validly existing under the laws of the State of Nevada (“AgFeed”), and AgFeed Animal
Nutrition Holdings, Inc., a business company organized and validly existing
under the laws of the British Virgin Islands and a wholly-owned Subsidiary of
AgFeed (“Holdings”).

     

    WITNESSETH

     

    NOW,
THEREFORE, in consideration of the mutual promises herein set forth, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, AgFeed and Holdings, for themselves, their successors and
permitted assigns, hereby agree as follows:

     

    Section
1.  Definitions.  Each
capitalized term used herein but not defined herein shall have the meaning
ascribed to it in the Separation Agreement.

     

    (a)  “Feed Business” means the
research and development, manufacture, marketing and sale of additive premix,
concentrates and complete feed for use in the domestic animal husbandry markets
in The People’s Republic of China (the “PRC”), and related activities
incidental to the foregoing.

     

    (b)  “Separation Agreement” means
the Master Separation Agreement dated as of July 19, 2010 between AgFeed
Industries, Inc., a company organized and validly existing under the laws
of the British Virgin Islands and a wholly-owned Subsidiary of AgFeed, and
AgFeed Animal Nutrition Inc., a business company organized and validly
existing under the laws of the British Virgin Islands and a wholly-owned
Subsidiary of AgFeed, as amended or modified from time to time.

     

    Section
2.  Non-Compete by
AgFeed.  From and after August 1, 2010 until the third
anniversary of such date (the “Non-Competition Period”),
AgFeed shall not, and shall cause each other member of the AgFeed Group not to,
directly or indirectly, as a principal or for its own account or jointly with
others, or as a shareholder or equity owner in any Person (other than members of
the AANI Group), engage in the Feed Business anywhere in the PRC.  For
the avoidance of doubt, neither (i) the ownership and possession of all
rights for certain real properties listed on Schedule 2 and
the plants, buildings and structures thereon (the “Real Properties”), but only to
the extent necessary in order to facilitate the transfer of the Real Properties
from the AgFeed Group to the AANI Group following the date hereof, nor
(ii) the acquisition of any equity interests in any diversified company
having not more than 25.0% of its gross revenues (based on its latest annual
audited financial statements) attributable to the Feed Business will be
considered engaging in the Feed Business for the purposes of this
Agreement.

     

    Section
3.  Acquisition of Additional Feed
Interests.  (a)  If any member of the AgFeed Group
receives a proposal offering any member of the AgFeed Group an opportunity (each
an “Investment
Opportunity”) to acquire or invest in any Third Party engaging in the
Feed Business other than any acquisition or investment permitted by Section 2,
AgFeed shall use its reasonable best efforts to provide the AANI Group with the
initial opportunity to pursue such Investment Opportunity.  If the
AANI Group declines to pursue such Investment Opportunity, AgFeed shall have the
opportunity to pursue such Investment Opportunity, provided that AgFeed’s equity
interest in such Third Party shall not exceed 50.0%.

     

    
      
         


      

      
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    (b)  If
AgFeed or any other member of the AgFeed Group (the “Seller”), after having
complied with Section 3(a) and
invested in any Third Party engaging in the Feed Business in the PRC
(the “Acquired Feed
Interests”), intends to transfer, sell or otherwise dispose of a portion
or all of such Acquired Feed Interests (the “Offered Interests”) to any
Third Party, AgFeed shall promptly deliver a written notice (the “Offer Notice”) to Holdings
(i) that the Seller desires to dispose of such Offered Interests and
(ii) that sets forth the detailed information of such Offered Interests,
the price that such member proposes to be paid for such Offered Interests
(the “Offer
Price”), and any other material terms sought by such
member.  The giving of an Offer Notice to Holdings shall constitute an
offer (the “Offer”)
by such Seller to sell the Offered Interests to Holdings or any other member(s)
of Holdings designated by Holdings for at the Offer Price and on the other terms
set forth in the Offer Notice.  Holdings shall have a 30-day period
(the “Offer
Period”) in which to accept, or cause any such designated member to
accept, such Offer by giving a notice of acceptance to such Seller prior to the
expiration of such Order Period.  If Holdings fails to notify the
Seller prior to the expiration of the Offer Period, it shall be deemed to have
declined such Offer.  If Holdings declines (or is deemed to decline)
such Offer, the Seller shall have the right to effect a disposition of the Offer
Interests on substantially the same or more favorable (as to the Seller) terms
and conditions as were set forth in the Offer Notice at a price not less than
the Offer Price.

     

    Section
4.  Extension
of Non-compete.  In the event that AgFeed or any other member
of the AgFeed Group shall be in violation of the aforementioned restrictive
covenants, then the time limitation of such restrictive covenants shall be
extended for the period of time during which such breach or breaches have
occurred and are continuing.

     

    Section
5.  Severability.  If
any provision contained in this Agreement shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the validity of any other provisions contained
in this Agreement, and the parties shall substitute for the invalid provision a
valid provision which most closely approximates the intent and economic effect
of the invalid provision.  Without limiting the generality of the
foregoing, if any provision contained in this Agreement shall be held to cover a
geographic area or to be for a length of time which is not permitted by
Applicable Law, or in any way construed to be too broad or to any extent
invalid, such provision shall be deemed narrowed to provide for the maximum
enforceable geographic area, time period and the broadest term permitted by
Applicable Law and shall be enforced as so narrowed.

     

    Section
6.  Specific
Performance.  The parties hereto acknowledge and agree that in
the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages.  Each party
hereto accordingly agrees (i) not to assert by way of defense or otherwise
that a remedy at law would be adequate, and (ii) that, in addition to any
other remedy to which it may be entitled, that the remedy of specific
performance of this Agreement is appropriate in any action in
court.

     

    
      
         


      

      
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    Section
7.  Miscellaneous.  The
provisions of Article
9 of the Separation Agreement are hereby incorporated by reference into
this Agreement.  Capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Separation
Agreement.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

     

    
      
        	 
      	
                AGFEED
      INDUSTRIES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                AGFEED
      ANIMAL NUTRITION HOLDINGS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      


      
        
           


        

        
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