Exhibit 4.2


 


REGISTRATION RIGHTS
AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of April 8, 2020, by and between ORIGIN AGRITECH LIMITED,
a British Virgin Islands corporation (the "Company"), and OASIS CAPITAL, LLC, a Puerto Rico limited
liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto,
dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase
Agreement").


 


WHEREAS:


 


The Company
has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million Dollars
($5,000,000.00) of Put Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the "Securities Act"), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following terms shall
have the following meanings:


 


a.    "Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under
this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who
agrees to become bound by the provisions of this Agreement.


 


b.    "Person" means any individual or entity including but not limited to any corporation, a limited liability
company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof
or a governmental agency.


 


c.    "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or
pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities
and Exchange Commission (the "SEC").


 


d.    "Registrable Securities" means all of the Put Shares which have been, or which may, from time to time be
issued, including without limitation all of the ordinary shares (sometimes referred to as common stock or “Common Stock”)
which have been issued or will be issued to the Investor under the Purchase Agreement, and any and all shares of capital stock
issued or issuable with respect to the Put Shares, or shares of common stock issued to the Investor as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the
Purchase Agreement.


 






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e.    "Registration Statement" means one or more registration statements of the Company covering only the sale
of the Registrable Securities.


 


		2.	REGISTRATION.



 


a.    Mandatory Registration. The Company shall, within sixty (60) calendar days from the date hereof, file with the SEC
an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities
by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not
fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel,
subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate
of Incorporation. The initial Registration Statement shall register only the Registrable Securities.
The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall
use its reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible
date. The Company shall use reasonable efforts to keep the Registration Statement effective, including but not limited to pursuant
to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of the Registrable Securities until
the termination of the right of the Company to make Puts under the Purchase Agreement (the "Registration Period").
The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading.


 


b.    Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file
with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to
be used in connection with sales of the Registrable Securities under the Registration Statement.


 


c.    Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement
is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration
Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the
limitations set forth in Section 2(a)) as soon as practicable, but in any event not later than twenty (20) Business Days after
the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.
The Company shall use it reasonable efforts to cause such amendment and/or New Registration Statement to become effective as soon
as practicable following the filing thereof. In the event that any of the Put Shares are not included in the Registration Statement,
or have not been included in any New Registration Statement and the Company files any other registration statement under the Securities
Act (other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (“Other Registration
Statement”) then the Company shall include in such Other Registration Statement first all of such Put Shares and second
any other securities the Company wishes to include in such Other Registration Statement.


 






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d.    Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit
such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market
prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial
Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration
Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement
to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph,
the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein
is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s
obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified
as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


e.    Named as Underwriter. The Investor consents to being named as an “underwriter” in respect of any of the
Put Shares in any registration statement that is filed for the resale by the Investor of such securities or other related securities.


 


		3.	RELATED OBLIGATIONS.



 


With respect
to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any
New Registration Statement, the Company shall use its reasonable efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.    The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to
any registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New
Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.    The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement
and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any
document in a form to which Investor reasonably objects. The Investor shall use its reasonable efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date
the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration
Statement.


 


c.    Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed
with the SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement,
a copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number
of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 






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d.    The Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by a registration
statement under such other securities or "blue sky" laws of such jurisdictions in the United States as the Investor reasonably
requests, but not more than five (5) state jurisdictions, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.    As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing
of the happening of any event or existence of such facts as a result of which the prospectus included in any registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly
prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy
of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information,
and (iii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate.


 


f.     The Company shall use its reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


g.    The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities
of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or


(ii) secure designation
and quotation of all the Registrable Securities on the Principal Market (as defined in the Purchase Agreement). The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.    The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable
such certificates to be in such denominations or amounts as the Investor may reasonably request and registered in such names as
the Investor may request.


 


i.     The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 






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j.     If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post- effective amendment; and (iii) supplement or make amendments to any registration statement.


 


k.    The Company shall use its reasonable efforts to cause the Registrable Securities covered by any registration statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


l.     Within three (3) Business Days after any registration statement which includes the Registrable Securities is ordered effective
by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investor) confirmation that such registration statement has been declared effective
by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall
require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement
has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration
statement is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.   The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of
Registrable Securities pursuant to any registration statement.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


a.    The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in
connection with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


 


b.    The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any registration statement hereunder.


 


c.    The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts
of the kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive
legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet
settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 






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		6.	INDEMNIFICATION.



 


a.    To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor,
each Person, if any, who controls the Investor, the members, directors, officers, partners, employees, agents, representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified Person"), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses,
joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue
sky" laws of any jurisdiction in which registrable Securities are offered ("Blue Sky Filing"), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material
violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations").
The Company shall reimburse the Indemnified Persons promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees of one counsel for all the Indemnified Persons or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c)
or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the
person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected
in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not
be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor.


 






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b.    Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain one
counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable written opinion of counsel
retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effectuated without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such action.


 


c.    The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.    The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 






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		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
("Rule 144"), the Company agrees, at the Company’s sole expense, to:


 


a.    make and keep public information available, as those terms are understood and defined in Rule 144;


 


b.    file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and
the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 


c.    furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration; and


 


d.    take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor,
provided, however, such consent will not be unreasonably withheld. The Investor may not assign its rights under this Agreement
without the written consent of the Company.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision
of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding
the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this
Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver
thereof.


 


		11.	MISCELLANEOUS.



 


a.    A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect
to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.


 


b.    Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered:


 






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(i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight
delivery service,in each case properly addressed to the party to receive the same. The addresses for such communications shall
be:


 


 


If to the Company, to:


 


Origin Agritech Limited


No. 21 Sheng Ming Yuan Road


Changping District, Beijing 102206


Peoples’ Republic of China


Attention: Dr. Gengchen Han (CEO)
and James Chen (CFO)


 


Email: ghan@originseed.com.cn


and


james.chen@originseed.com.cn


 


 


If to the Investor:


 


Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, Puerto Rico 00918


E-mail:         investments@oasis-cap.com


Attention:  Adam Long, Managing Partner


 


or at such other address
and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given
to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's
facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable, and an
image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


c.    The
laws of the State of New York shall govern all issues concerning this Agreement without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting the City of New York, State of New York, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of
this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 






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d.    This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


e.    Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties hereto.


 


f.     The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


g.    This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission or by e- mail in a “.pdf” format data file of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.


 


h.    Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.     The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent
and no rules of strict construction will be applied against any party.


 


j.     This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


 


 


 


* * * * * *


 


 






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





 


 





	 	THE
COMPANY:


 


ORGIN
AGRITECH LIMITED


 

 


BY:
/S/ Dr. Gengchen Han


Name:
Dr. Gengchen Han


Title:
Chairman of the Board and CEO
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	INVESTOR:


 


OASIS
CAPITAL, LLC


 


 


BY:
      /S/ Adam Long 


Title:
   Managing Member
 






 






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EXHIBIT A


 


TO REGISTRATION
RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


 


____________,
2020


 


Continental Stock Transfer & Trust Company


17 Battery Place, 8th Floor


New York, NY 10004 


 


Re: [___________]


 


Ladies and Gentlemen:


 


We are
counsel to ORIGIN AGRITECH LIMITED, a British Virgin Islands corporation (the “Company”), and have represented
the Company in connection with that certain Purchase Agreement, dated as of April 8, 2020 (the “Purchase Agreement”),
entered into by and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant to which the Company has
agreed to issue to the Buyer shares of the Company's ordinary shares, no par value (the “Common Stock”), in
an amount up to Five Million Dollars ($5,000,000.00) (the “Put Shares”), in accordance with the terms of the
Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with
the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	Five Million in aggregate gross value of Put Shares to be issued to the Buyer
upon purchase from the Company by the Buyer from time to time in accordance with the Purchase Agreement.



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company's obligations under the Purchase Agreement and the Registration Rights Agreement, on [ ], 2020, the Company filed
a Registration Statement (File No. 333-[ ]) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the resale of the Put Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [______] [A.M./P.M.] on [___________], 2020 and we have no
knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available
for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 





	 	Very
truly yours,


[Company
Counsel]


 


 


By:
______________
 
	 	 
	 	 
	 	 
	 	 



 


cc:        Oasis Capital, LLC


 


 



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