Unassociated Document


    

      Execution
        Version

       

      COMMON
        STOCK PURCHASE AGREEMENT

       

      THIS
        COMMON STOCK PURCHASE AGREEMENT (“Agreement”)
        is
        made as of the 24th day of May 2007 by and among Synutra International, Inc.,
        a
        Delaware corporation (the “Company”)
        and
        Warburg Pincus Private Equity IX, L.P. (the “Investor”).

       

      Recitals

       

      A. The
        Company and the Investor are executing and delivering this Agreement in reliance
        upon the exemption from securities registration afforded by the provisions
        of
        Regulation D (“Regulation
        D”),
        as
        promulgated by the Securities and Exchange Commission (the “SEC”)
        under
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder (the “Securities
        Act”);

       

      B. The
        Investor wishes to purchase from the Company, and the Company wishes to sell
        and
        issue to the Investor, upon the terms and subject to the conditions set forth
        in
        this Agreement, an aggregate of four million (4,000,000) shares (the
“Shares”)
        of the
        Company’s common stock, par value $0.0001 per share (the “Common
        Stock”),
        for
        an aggregate purchase price of sixty six million dollars ($66,000,000) (the
        “Purchase
        Price”);

       

      C. Contemporaneous
        with the sale of the Shares, the parties hereto will execute and deliver
        a
        Registration Rights Agreement, in the form attached hereto as Exhibit
        A
        (the
“Registration
        Rights Agreement”),
        pursuant to which the Company will agree to provide certain registration
        rights
        under the Securities Act; and

       

      D. This
        Agreement shall be binding upon the Company and the Investor only upon delivery
        of the signatures pages hereto by the Company and the Investor.

       

      Agreement

       

      In
        consideration of the mutual promises made herein and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:

       

      1.  Definitions.
        In
        addition to those terms defined above and elsewhere in this Agreement, for
        the
        purposes of this Agreement, the following terms shall have the meanings set
        forth below:

       

      “ABN”
means
        ABN AMRO Bank N.V., Hong Kong Branch. 

       

      “ABN
        Registration Rights Agreement”
means
        the Registration Rights Agreement, dated April 19, 2007, by and between the
        Company and ABN.

       

      “Affiliate”
means,
        with respect to any Person, any other Person which directly or indirectly
        through one or more intermediaries controls, is controlled by, or is under
        common control with, such Person.

       

      
        
          
          

        

        
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      “Board”
means
        the Board of Directors of the Company. 

       

      “Business
        Day”
means
        a
        day, other than a Saturday or Sunday, on which banks in New York City are
        open
        for the general transaction of business.

       

      “Effectiveness
        Date”
has
        the
        meaning set forth in the Registration Rights Agreement.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Material
        Adverse Effect”
means
        an event, change or occurrence that, individually or together with any other
        event, change or occurrence, has a material adverse impact on (i) the assets,
        liabilities, condition (financial or otherwise), business, results of operations
        or prospects of the Company and its Subsidiaries, taken as a whole, or (ii)
        the
        ability of the Company to perform its obligations under the Transaction
        Documents.

       

      “Nasdaq”
means
        The Nasdaq Stock Market, Inc.

       

      “Permitted
        Liens”
means
        (i) mechanics’, carriers’, or workmen’s, repairmen’s or similar liens arising or
        incurred in the ordinary course of business, (ii) liens for taxes, assessments
        and other governmental charges that are not due and payable or which may
        hereafter be paid without penalty or which are being contested in good faith
        by
        appropriate proceedings and (iii) other imperfections of title or encumbrances,
        if any, that do not, individually or in the aggregate, materially impair
        the use
        or value of the property to which they relate.

       

      “Permitted
        Transferees”
has
        the
        meaning ascribed to such term in the Voting and Co-Sale Agreement.

       

      “Person”
means
        an individual, corporation, partnership, limited liability company, trust,
        business trust, association, joint stock company, joint venture, sole
        proprietorship, unincorporated organization, governmental authority or any
        other
        form of entity not specifically listed herein.

       

      “Registrable
        Securities”
has
        the
        meaning set forth in the Registration Rights Agreement.

       

      “Registration
        Statement”
has
        the
        meaning set forth in the Registration Rights Agreement.

       

      “Subsidiary”
of
        any
        Person means another Person, an amount of the voting securities, other voting
        ownership or voting partnership interests of which is sufficient to elect
        at
        least a majority of its Board or other governing body (or, if there are no
        such
        voting interests, 50% or more of the equity interests of which) is owned
        directly or indirectly by such first Person.

       

      “Transaction
        Documents”
means
        this Agreement, the Registration Rights Agreement and the Voting and Co-Sale
        Agreement.

       

      
        
          
          

        

        
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      “Voting
        and Co-Sale Agreement”
means
        the Voting and Co-Sale Agreement between the Investor, Beams Power Investment
        Limited and the Company in the form attached hereto as Exhibit
        B.

       

      2.  Purchase
        and Sale of the Shares.
        Upon
        the terms and subject to the conditions set forth in this Agreement, at the
        Closing, the Investor shall purchase, and the Company shall sell and issue
        to
        the Investor, the Shares.

       

      3.  Closing.
        The
        purchase and sale of the Shares pursuant to Section 2 shall take place at
        the
        offices of Paul, Hastings, Janofsky & Walker LLP, Beijing, China on the
        third Business Day following the date on which the last to be fulfilled or
        waived of the conditions set forth in Sections 6.1 and 6.2 hereof shall have
        been fulfilled or waived in accordance with this Agreement (the “Closing
        Date”),
        or at
        such other location and on such other date as the Company and the Investor
        shall
        mutually agree (which time and place are designated as the “Closing”).
        At
        the Closing, the Company shall deliver to the Investor a certificate or
        certificates representing the Shares against payment of the purchase price
        in
        United States Dollars therefor by wire transfer of immediately available
        funds
        to a bank account designated by the Company.

       

      4.  Representations
        and Warranties of the Company.
        The
        Company hereby represents and warrants to the Investor that, except as set
        forth
        in correspondingly numbered sections of the schedules attached as Exhibit
        E
        (collectively, the “Disclosure
        Schedule”):

       

      4.1  Organization,
        Good Standing and Qualification.
        (a)
        The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and has all requisite corporate power
        and authority to carry on its business as now conducted and to own and lease
        its
        properties. The Company has furnished to the Investor true and complete copies
        of the certificate of incorporation and bylaws of the Company. The Company
        is
        not in violation of any of the provisions of its certificate of incorporation
        and bylaws. The Company is duly qualified to do business as a foreign
        corporation and is in good standing in each jurisdiction in which the conduct
        of
        its business or its ownership or leasing of property makes such qualification
        necessary, except where the failure to so qualify, individually or in the
        aggregate, would not have a Material Adverse Effect. To the best knowledge
        of
        the Company, no proceeding has been instituted in any jurisdiction revoking,
        limiting or curtailing or seeking to revoke, limit or curtail, such power
        and
        authority or qualification.

       

      (b)  Each
        of
        the Company’s Subsidiaries is duly formed, validly existing and in good standing
        under the laws of its jurisdiction of organization, with full corporate power
        and authority to conduct its business as currently conducted and to own or
        lease
        its properties. The Company has furnished to the Investor true and complete
        copies or the articles of incorporation and bylaws (or comparable organizational
        documents) of each of the Company’s Subsidiaries. None of the Subsidiaries is in
        violation of any of the provisions of its respective certificate or articles
        of
        incorporation, bylaws or other organizational or charter documents. Each
        Subsidiary is duly qualified to do business as a foreign corporation and
        is in
        good standing in each jurisdiction in which the conduct of its business or
        its
        ownership or leasing of property makes such qualification necessary, except
        where the failure to so qualify, individually or in the aggregate, would
        not
        have a Material Adverse Effect. To the best knowledge of the Company, no
        proceeding has been instituted in any jurisdiction revoking, limiting or
        curtailing or seeking to revoke, limit or curtail, such power and authority
        or
        qualification. Except as set forth on Section 4.1(b) of the Disclosure Schedule,
        the Company owns all of the capital stock or membership interests of each
        Subsidiary free and clear of any and all liens, security interest and any
        other
        encumbrances or restrictions, and all of the outstanding shares of capital
        stock
        of each Subsidiary are validly issued and are fully paid, non-assessable
        and
        free of preemptive and similar rights. The Company has no Subsidiaries except
        as
        set forth on Section 4.1(b) of the Disclosure Schedule.

       

      
        
          
          

        

        
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      4.2  Authorization.
        The
        Company has full corporate power and authority and has taken all requisite
        action on the part of the Company, its officers, directors and stockholders
        necessary for (i) the authorization, execution and delivery of the Transaction
        Documents, (ii) the authorization of the performance of all obligations of
        the
        Company hereunder or thereunder and (iii) the authorization, issuance, sale
        and
        delivery of the Shares. The Transaction Documents have been duly executed
        and
        delivered by the Company and constitute the legal, valid and binding obligations
        of the Company, enforceable against the Company in accordance with their
        respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
        reorganization, moratorium and similar laws of general applicability relating
        to
        or affecting creditors’ rights generally, and to the unenforceability of
        indemnification provisions that may be against public policy.

       

      4.3  Capitalization.
        Schedule
        4.3
        sets
        forth as of the date hereof (a) the authorized capital stock of the Company;
        (b)
        the number of shares of capital stock issued and outstanding; (c) the number
        of
        shares of capital stock available for issuance pursuant to the Company’s stock
        and incentive plans, if any; and (d) the number of shares of capital stock
        issuable and reserved for issuance pursuant to securities exercisable for,
        or
        convertible into or exchangeable for any shares of capital stock of the Company.
        All of the issued and outstanding shares of capital stock of the Company
        are
        duly authorized, validly issued, fully paid and non-assessable and free of
        preemptive and similar rights and were issued in compliance with all applicable
        federal and state securities laws and any rights of third parties. Except
        as
        specified in the SEC Filings (as defined in Section 4.6) and on Schedule
        4.3,
        no
        securities of the Company are entitled to preemptive or similar rights, and
        no
        Person has any right of first refusal, preemptive right, right of participation,
        or any similar right to participate in the transactions contemplated by the
        Transaction Documents. Except as specified in the SEC Filings and on
Schedule
        4.3,
        there
        are no outstanding options, warrants, rights to subscribe to, calls or
        commitments of any character whatsoever relating to, or securities, rights
        or
        obligations convertible into or exchangeable for, or giving any Person any
        right
        to subscribe for or acquire, any shares of capital stock of the Company,
        or
        contracts by which the Company or any Subsidiary is or may become bound to
        issue
        additional shares of capital stock of the Company, or securities or rights
        convertible or exchangeable into shares of capital stock of the Company.
        Except
        as specified in the SEC Filings and on Schedule 4.3, and as provided in the
        Registration Rights Agreement, no Person has the right to require the Company
        to
        register any securities of the Company under the Securities Act, whether
        on a
        demand basis or in connection with the registration of securities of the
        Company
        for its own account or for the account of any other Person. There are no
        outstanding securities or instruments of the Company or any of its Subsidiaries
        which contain any redemption or similar provisions, and there are no contracts,
        commitments, understandings or arrangements by which the Company or any of
        its
        Subsidiaries is or may become bound to redeem or otherwise acquire any security
        of the Company or any of its Subsidiaries. The Company does not have any
        shareholder rights plan, “poison pill” or other anti-takeover plans or similar
        arrangements. The issue and sale of the Shares will not, immediately or with
        the
        passage of time, obligate the Company to issue shares of capital stock of
        the
        Company or other securities to any Person (other than the Investor under
        the
        Transaction Documents) and will not result in a right of any holder of Company
        securities to adjust the exercise, conversion, exchange or reset price under
        such securities. Except as specified in the SEC Filings and on Schedule 4.3,
        the
        Company or one of its Subsidiaries has the unrestricted right to vote, and
        (subject to limitations imposed by applicable law) to receive dividends and
        distributions on, all capital securities of its Subsidiaries as owned by
        the
        Company or any such Subsidiary. Schedule 4.3 sets out the corporate and
        shareholding structure of the Company and its Subsidiaries and such information
        is true, complete and accurate.

       

      
        
          
          

        

        
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      4.4  Valid
        Issuance.
        The
        Shares have been duly and validly authorized and, when issued and paid for
        pursuant to this Agreement, will be validly issued, fully paid and
        nonassessable, and will be free and clear of all taxes, liens, claims,
        restrictions on transfer, preemptive rights, rights of first refusal or other
        encumbrances of any nature (other than those created by the Investor), except
        for restrictions on transfer set forth in the Transaction Documents or imposed
        by applicable securities laws.

       

      4.5  Consents.
        The
        execution, delivery and performance by the Company of the Transaction Documents
        and the transactions contemplated thereby (including, without limitation,
        the
        offer, issuance and sale of the Shares) requires no consent of, action by
        or in
        respect of, or filing, submission or registration with, or giving of any
        notice
        to, any Person, governmental body, agency, or official except (i) the filing
        with the SEC of one or more Registration Statements in accordance with the
        requirements of the Registration Rights Agreement, (ii) the filing of an
        Additional Listing Application with Nasdaq, and (iii) those that have been
        made
        or obtained prior to the date of this Agreement.

       

      4.6  SEC
        Filings.
        The
        Company has filed all reports required to be filed by it under the Securities
        Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
        or the rules and regulations thereunder, for the three years preceding the
        date
        hereof (the foregoing materials and any materials incorporated therein by
        reference being collectively referred to herein as the “SEC
        Filings”)
        on a
        timely basis or has received a valid extension of such time of filing or
        waiver
        thereof and has filed any such SEC Filings prior to the expiration of any
        such
        extension. As of their respective dates, the SEC Filings complied in all
        material respects with the requirements of the Exchange Act and the Securities
        Act and the rules and regulations of the SEC promulgated thereunder, and
        none of
        the SEC Filings, when filed, contained any untrue statement of a material
        fact
        or omitted to state a material fact required to be stated therein or necessary
        in order to make the statements therein, in light of the circumstances under
        which they were made, not misleading. 

       

      4.7  Financial
        Statements.
        The
        financial statements filed with the SEC as a part of the SEC Filings present
        fairly, in all material respects, the financial position of the Company and
        its
        consolidated subsidiaries as of and at the dates indicated and the results
        of
        their operations and cash flows for the periods specified therein, subject,
        in
        the case of interim financial statements, to the normal year-end adjustments
        which are not expected to be material in amount. Such financial statements
        have
        been prepared in conformity with generally accepted accounting principles
        as
        applied in the United States and in effect as of the date of the applicable
        financial statements and supporting schedules, as applicable, applied on
        a
        consistent basis throughout the periods involved, except as may be expressly
        stated in the related notes thereto, and comply in all material respects
        with
        the Securities Act, the Exchange Act and the applicable rules and regulations
        of
        the SEC thereunder. Except as set forth in such financial statements included
        in
        the SEC Filings filed prior to the date hereof, neither the Company nor any
        of
        its Subsidiaries has incurred any liabilities, contingent or otherwise, except
        those incurred in the ordinary course of business consistent with past practice,
        none of which ordinary course liabilities, individually or in the aggregate,
        would reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      4.8  Use
        of
        Proceeds.
        The net
        proceeds of the sale of the Shares hereunder shall be used by the Company
        for
        working capital and general corporate purposes.

       

      4.9  No
        Material Adverse Change.
        Since
        December 31, 2006, there has not been:

       

      (i)  any
        change in the consolidated assets, liabilities, financial condition or operating
        results of the Company and its Subsidiaries taken as a whole from that reflected
        in the financial statements included in the Company’s Quarterly Report on Form
        10-Q for the quarter ended December 31, 2006, except for changes in the ordinary
        course of business which have not had and would not, individually or in the
        aggregate, reasonably be expected to have a Material Adverse
        Effect;

       

      (ii)  any
        issuance of capital stock or declaration or payment of any dividend, or any
        authorization or payment of any distribution, on any of the capital stock
        of the
        Company, or any redemption or repurchase, or any agreement to redeem or
        repurchase, of any securities of the Company (other than in connection with
        a
        termination of employment);

       

      (iii)  any
        material damage, destruction or loss to any assets or properties of the Company
        or its Subsidiaries taken as a whole;

       

      (iv)  any
        waiver, not in the ordinary course of business, by the Company or any Subsidiary
        of a material right or of a material debt owed to it;

       

      (v)  any
        change or amendment to the Company’s Certificate of Incorporation or Bylaws, or
        change to any material contract or arrangement by which the Company is bound
        or
        to which its assets or properties is subject;

       

      (vi)  any
        material labor difficulties or labor union organizing activities with respect
        to
        employees of the Company and its Subsidiaries;

       

      (vii)  any
        transaction entered into by the Company and its Subsidiaries other than in
        the
        ordinary course of business;

       

      (viii)  the
        loss
        of the services of any key employee, or material change in the composition
        or
        duties of the senior management of the Company or its Subsidiaries;
        or

       

      (ix)  any
        material change in the Company’s method of accounting.

       

      
        
          
          

        

        
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      (x)  any
        other
        event or condition of any character that, individually or in the aggregate,
        has
        had or would reasonably be expected to have a Material Adverse
        Effect.

       

      4.10  No
        Conflict, Breach, Violation or Default.
        Neither
        the execution, delivery and performance of the Transaction Documents by the
        Company nor the consummation of any of the transactions contemplated thereby
        (including without limitation the issuance and sale of the Shares) will (i)
        conflict with or result in violation of any of the terms and provisions of
        the
        Company’s certificate of incorporation or bylaws, both as in effect on the date
        hereof, (ii) give rise to the right to terminate, cancel, amend or accelerate
        the due date of any payment under (with or without notice, lapse or time
        or
        both), or conflict with or result in a breach of any term or provision of,
        or
        constitute a default (or any event which with notice or lapse of time or
        both
        would constitute a default) under, or require any consent or waiver under
        or
        result in the execution or imposition of any lien, charge or encumbrance
        upon
        the properties or assets of the Company or its Subsidiaries pursuant to the
        terms of, any indenture, mortgage, deed of trust or other agreement or
        instrument to which the Company or any Subsidiary is a party or by which
        the
        Company or any Subsidiary is bound or to which any of its assets or properties
        is subject or (iii) result in a violation of any law, rule, regulation, order,
        judgment, injunction, decree or other restriction of any court or governmental
        authority, or the bylaws and rules of Nasdaq to which the Company or any
        Subsidiary is subject (including federal and state securities laws and
        regulations), or by which any property or asset of the Company or any Subsidiary
        is bound or affected; except in the case of each of clauses (ii) and (iii),
        such
        as would not, individually or in the aggregate, reasonably be expected to
        have a
        Material Adverse Effect.

       

      4.11  Tax
        Matters.
        Each of
        the Company and its Subsidiaries has timely prepared and filed all tax returns,
        foreign and domestic, required to have been filed by it with all appropriate
        governmental agencies and timely paid all taxes shown thereon or otherwise
        owed
        by it. The charges, accruals and reserves on the books of the Company and
        its
        Subsidiaries in respect of taxes for all fiscal periods are adequate in all
        material respects, and there are no material unpaid assessments against the
        Company or its Subsidiaries. All taxes and other assessments and levies that
        the
        Company or its Subsidiaries are required to withhold or to collect for payment
        have been duly withheld and collected and paid to the proper governmental
        entity
        or third party when due. There are no tax liens or claims pending or, to
        the
        Company’s knowledge, threatened against the Company or its Subsidiaries or any
        of their respective assets or property, other than Permitted Liens. There
        are no
        tax audits or investigations pending, which if adversely determined would,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect. There are no outstanding tax sharing agreements or other
        such
        arrangements between the Company, its Subsidiaries and any other Person.
        Neither
        the Company nor any of its Subsidiaries have any deferred compensation
        arrangements and has not paid or is not required to pay any deferred
        compensation which would be subject to Section 409A of the Internal Revenue
        Code.

       

      4.12  Title
        to Properties.
        Except
        as specified in the SEC Filings, the Company and the Subsidiaries have good
        and
        marketable title in fee simple to all real property owned by them that is
        material to their respective businesses and good and marketable title in
        all
        personal property owned by them that is material to their respective businesses,
        in each case free and clear of all liens, except for Permitted Liens. Any
        real
        property and facilities held under lease by the Company and the Subsidiaries
        are
        held by them under valid, subsisting and enforceable leases of which the
        Company
        and the Subsidiaries are in compliance, except where the failure to be in
        compliance would not, individually or in the aggregate, reasonably be expected
        to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      4.13  Certificates,
        Authorities and Permits.
        The
        Company and each of its Subsidiaries possesses all certificates, approvals,
        authorizations or permits (“Permits”)
        issued
        by the appropriate foreign, federal, state or local governmental agency or
        body
        necessary to conduct its business as now operated by it and as described
        in the
        SEC Filings, all of which are valid and in full force and effect, except
        where
        the lack of such Permits, individually or in the aggregate, would not reasonable
        be expected to have a Material Adverse Effect. Neither the Company nor any
        of
        its Subsidiaries has received any written notice of proceedings relating
        to the
        revocation or modification of any such Permit.

       

      4.14  Labor
        Matters.
        There
        is no strike, labor dispute or union organization activities pending or,
        to the
        best knowledge of the Company, threatened between the Company or any of its
        Subsidiaries and their respective employee except as would not, individually
        or
        in the aggregate, reasonably be expected to have in a Material Adverse Effect.
        To the best knowledge of the Company, no employees of the Company belong
        to any
        union or collective bargaining unit. The Company and its Subsidiaries have
        complied in all material respects with all applicable foreign, federal, state
        and local laws related to employment. 

       

      4.15  Intellectual
        Property.
        The
        Company and its Subsidiaries own or possess, or can acquire on reasonable
        terms,
        all material patents, patent rights, licenses, inventions, copyrights, know-how
        (including trade secrets and other unpatented and/or unpatentable proprietary
        or
        confidential information, systems or procedures), trademarks service marks
        and
        trade names currently employed by them in connection with the business now
        operated by them and as described in the SEC Filings, and neither the Company
        nor any of its Subsidiaries has received any notice of infringement of or
        conflict with asserted rights of others with respect to any of the foregoing
        which would, individually or in the aggregate, reasonably be expected to
        have a
        Material Adverse Effect. 

       

      4.16  Environmental
        Matters.
        Neither
        the Company nor any of its Subsidiaries is in violation of any law, statute,
        rule, regulation, decision or order of any governmental agency or body or
        any
        court, domestic or foreign, relating to the use, disposal or release of
        hazardous or toxic substances or relating to the protection or restoration
        of
        the environment or human exposure to hazardous or toxic substances
        (collectively, “Environmental
        Laws”)
        except
        for any violation which would not, individually or in the aggregate, reasonably
        be expected to have or result in a Material Adverse Effect. Neither the Company
        nor any of its Subsidiaries own or operate any real property contaminated
        with
        any substance that is subject to any Environmental Laws, is liable for any
        off-site disposal or contamination pursuant to any Environmental Laws, or
        is
        subject to any claim relating to any Environmental Laws, which contamination,
        liability or claim would, individually or in the aggregate, reasonably be
        expected to have a Material Adverse Effect. 

       

      4.17  Litigation.
        There
        are no pending or, to the Company’s knowledge, threatened actions, suits,
        proceedings, inquiries or investigations against or affecting the Company,
        its
        Subsidiaries or any of their respective properties or any of the officers
        and
        directors of the Company or its Subsidiaries in their capacities as such.
        The
        SEC has not issued any stop order or other order suspending the effectiveness
        of
        any registration statement filed by the Company or any Subsidiary under the
        Exchange Act or the Securities Act.

       

      
        
          
          

        

        
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      4.18  Form
        S-3 Eligibility.
        The
        Company is eligible to register the resale of the Registrable Securities
        acquired by the Investor under Form S-3 promulgated under the Securities
        Act.

       

      4.19  Insurance
        Coverage.
        The
        Company and its Subsidiaries are insured by insurers of recognized financial
        responsibility against such losses and risks and in such amounts as are prudent
        and customary in the businesses being conducted and the properties owned
        or
        leased by the Company and its Subsidiaries. The Company has no reason to
        believe
        that it will not be able to renew its and its Subsidiaries’ existing insurance
        coverage as and when such coverage expires or to obtain similar coverage
        from
        similar insurers as may be necessary to continue its business at a cost that
        would not have a Material Adverse Effect.

       

      4.20  Compliance
        with Nasdaq Continued Listing Requirements.
        The
        Common Stock is listed on the Nasdaq Global Market. The Company is in compliance
        with applicable Nasdaq listing or maintenance requirements. The Company has
        not
        received any written notice with respect to the delisting of the Common Stock
        from the Nasdaq Global Market.

       

      4.21  Brokers
        and Finders.
        No
        Person will have, as a result of the transactions contemplated by the
        Transaction Documents, any valid right, interest or claim for any commission,
        fee or other compensation pursuant to any agreement, arrangement or
        understanding entered into by of the Company.

       

      4.22  No
        General Solicitation.
        Neither
        the Company nor any Person acting on its behalf has conducted any general
        solicitation or general advertising (as those terms are used in Regulation
        D
        under the Securities Act) in connection with the offer or sale of the
        Shares.

       

      4.23  No
        Integrated Offering.
        Neither
        the Company nor any Person acting on its behalf has, directly or indirectly,
        made any offers or sales of any Company security or solicited any offers
        to buy
        any security, under circumstances that would adversely affect reliance by
        the
        Company on Regulation D or Section 4(2) of the Securities Act for the exemption
        from registration for the transactions contemplated hereby or would require
        registration of the Shares under the Securities Act or would be integrated
        under
        the Nasdaq Marketplace Rules.

       

      4.24  Private
        Placement.
        Subject
        to the accuracy of the Investor’s representations in Section 5 hereof, the offer
        and sale of the Shares to the Investor as contemplated hereby is exempt from
        the
        registration requirements of the Securities Act.

       

      4.25  Market
        Stabilization.
        The
        Company, and, to its knowledge, its Affiliates, have not taken, nor will
        it
        take, directly or indirectly, any action designed to or which might reasonably
        be expected to cause or result in, or which has constituted or which might
        reasonably be expected to constitute, the stabilization or manipulation of
        the
        price of the Common Stock or any security of the Company to facilitate the
        sale
        or resale of any of the Shares.

       

      4.26  Questionable
        Payments.
        Neither
        the Company nor, to the Company’s knowledge, any of its directors, officers,
        employees, agents or other Persons acting on behalf of the Company, has on
        behalf of the Company or in connection with its business: (a) used any corporate
        funds for unlawful contributions, gifts, entertainment or other unlawful
        expenses relating to political activity; (b) made any direct or indirect
        unlawful payments to any governmental officials or employees from corporate
        funds; (c) established or maintained any unlawful or unrecorded fund of
        corporate monies or other assets; (d) made any false or fictitious entries
        on
        the books and records of the Company; or (e) made any unlawful bribe, rebate,
        payoff, influence payment, kickback or other unlawful payment of any
        nature.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      4.27  Transactions
        with Affiliates.
        Except
        as disclosed in the SEC Filings, none of the officers or directors of the
        Company and, to the Company’s knowledge, none of the employees of the Company is
        presently a party to any transaction with the Company or any Subsidiary (other
        than for services as employees, officers and directors), including any contract,
        agreement or other arrangement providing for the furnishing of services to
        or
        by, providing for rental of real or Personal property to or from, or otherwise
        requiring payments to or from any officer, director or such employee or,
        to the
        Company’s knowledge, any entity in which any officer, director, or any such
        employee has a substantial interest or is an officer, director, trustee or
        partner.

       

      4.28  Internal
        Controls.
        The
        Company and its Subsidiaries maintain a system of internal accounting controls
        sufficient to provide reasonable assurance that (i) transactions are executed
        in
        accordance with management’s general or specific authorizations, (ii)
        transactions are recorded as necessary to permit preparation of financial
        statements in conformity with GAAP and to maintain asset accountability,
        (iii)
        access to assets is permitted only in accordance with management’s general or
        specific authorization, and (iv) the recorded accountability for assets is
        compared with the existing assets at reasonable intervals and appropriate
        action
        is taken with respect to any differences. Management of the Company has (x)
        established and implemented disclosure controls and procedures (as defined
        in
        Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such
        disclosure controls and procedures to ensure that material information relating
        to the Company, including its Subsidiaries, is made known to the certifying
        officers by others within those entities and (y) disclosed, based on its
        most
        recent evaluation, to the Investor and the Company’s outside auditors and the
        audit committee of the Board (1) all significant deficiencies and material
        weaknesses in the design or operation of internal controls over financial
        reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are
        reasonably likely to adversely affect in any material respect the Company’s
        ability to record, process, summarize and report financial data and (2) any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Company’s internal controls over financial
        reporting. The Company’s certifying officers have evaluated the effectiveness of
        the Company’s controls and procedures as of the end of the period covered by the
        most recently filed periodic report under the Exchange Act (such date, the
        “Evaluation
        Date”).
        The
        Company presented in its most recently filed periodic report under the Exchange
        Act the conclusions of the certifying officers about the effectiveness of
        the
        disclosure controls and procedures based on their evaluations as of the
        Evaluation Date. Since the Evaluation Date, there have been no significant
        changes in the Company’s internal controls (as such term is defined in Item
        307(b) of Regulation S-K) or, to the Company’s knowledge, in other factors that
        could significantly affect the Company’s internal controls. The books, records
        and accounts of the Company accurately and fairly reflect, in all material
        respects, the transactions in, and dispositions of, the assets of, and the
        results of operations of, the Company. The Company maintains and will continue
        to maintain a standard system of accounting established and administered
        in
        accordance with GAAP and the applicable requirements of the Exchange
        Act.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      4.29  Independent
        Accountants.
        To the
        Company’s knowledge, Rotenberg & Co., LLP is the Company’s independent
        registered public accounting firm as required by the Exchange Act, and the
        rules
        and regulations of the SEC thereunder.

       

      4.30  Investment
        Company.
        The
        Company is not and, after giving effect to the offering and sale of the Shares,
        will not be required to register as an “investment company” within the meaning
        of the Investment Company Act of 1940, as amended.

       

      4.31  Compliance.
        Neither
        the Company nor any Subsidiary (i) is in default under or in violation of
        (and
        no event has occurred that has not been waived that, with notice or lapse
        of
        time or both, would result in a default by the Company or any Subsidiary
        under),
        nor has the Company or any Subsidiary received notice of a claim that it
        is in
        default under or that it is in violation of, any indenture, loan or credit
        agreement or any other agreement or instrument to which it is a party or
        by
        which it or any of its properties is bound (whether or not such default or
        violation has been waived), (ii) is in violation of any order of any court,
        arbitrator or governmental body, or (iii) is or has been in violation of
        any
        law, statute, rule or regulation of any governmental authority, including
        without limitation all foreign, federal, state and local laws relating to
        taxes,
        environmental protection, occupational health and safety, product quality
        and
        safety and employment and labor matters, except in each case as would not,
        individually or in the aggregate, have or reasonably be expected to result
        in a
        Material Adverse Effect. The Company is in compliance with the applicable
        requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules
        and
        regulations thereunder, except where such noncompliance would not have or
        reasonably be expected to have a Material Adverse Effect. 

       

      5.  Representations
        and Warranties of the Investor.
        The
        Investor hereby represents and warrants to the Company that:

       

      5.1  Organization
        and Existence.
        The
        Investor is a validly existing limited partnership and has all requisite
        partnership power and authority to invest in the Shares pursuant to this
        Agreement.

       

      5.2  Authorization.
        The
        execution, delivery and performance by the Investor of the Transaction Documents
        have been duly authorized, and the Transaction Documents constitute the valid
        and legally binding obligations of the Investor, enforceable against the
        Investor in accordance with their respective terms, subject to bankruptcy,
        insolvency, fraudulent transfer, reorganization, moratorium and similar laws
        of
        general applicability, relating to or affecting creditors’ rights
        generally.

       

      5.3  Purchase
        Entirely for Own Account.
        The
        Shares to be received by the Investor hereunder will be acquired for the
        Investor’s own account, not as nominee or agent, and not with a view to the
        resale or distribution of any part thereof in violation of the Securities
        Act,
        and the Investor has no present intention of selling, granting any participation
        in, or otherwise distributing the same in violation of the Securities Act.
        The
        Investor is not a broker-dealer registered with the SEC under the Exchange
        Act
        or an entity engaged in a business that would require it to be so
        registered.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      5.4  Investment
        Experience.
        The
        Investor acknowledges that it can bear the economic risk and complete loss
        of
        its investment in the Shares and has such knowledge and experience in financial
        or business matters that it is capable of evaluating the merits and risks
        of the
        investment in the Shares contemplated hereby.

       

      5.5  Disclosure
        of Information.
        The
        Investor acknowledges receipt of copies of the SEC Filings and that it has
        had
        an opportunity to receive all information related to the Company requested
        by it
        and to ask questions of and receive answers from the Company regarding the
        Company, its business and the terms and conditions of the offering of the
        Shares. Neither such inquiries nor any other investigation conducted by or
        on
        behalf of the Investor or its representatives or counsel shall modify, amend
        or
        affect the Investor’s right to rely on the truth, accuracy and completeness of
        the SEC Filings and the Company’s representations and warranties contained in
        the Transaction Documents. The Investor understands that it is not relying
        on
        any representation of any kind made by the Company regarding the Company,
        the
        Shares or any other matter other than as set forth herein.

       

      5.6  Restricted
        Securities.
        The
        Investor understands that the Shares are characterized as “restricted
        securities” under the U.S. federal securities laws inasmuch as they are being
        acquired from the Company in a transaction not involving a public offering
        and
        that under such laws and applicable regulations such securities may not be
        resold without registration under the Securities Act or exemption
        therefrom.

       

      5.7  Legends.
        It is
        understood that, except as provided below, certificates evidencing the Shares
        may bear the following or any similar legend:

       

      (a)  “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
        OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED
        HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS
        UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
        THE
        REGISTRATION REQUIREMENTS OF THOSE LAWS.”

       

      (b)  If
        required by the authorities of any state in connection with the issuance
        of sale
        of the Shares, the legend required by such state authority.

       

      5.8  Accredited
        Investor.
        The
        Investor is an accredited investor as defined in Rule 501(a) of Regulation
        D, as
        amended, under the Securities Act.

       

      5.9  No
        General Solicitation.
        The
        Investor did not learn of the investment in the Shares as a result of any
        public
        advertising or general solicitation.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      5.10  Brokers
        and Finders.
        No
        Person will have, as a result of the transactions contemplated by the
        Transaction Documents, any valid right, interest or claim against or upon
        the
        Company or the Investor for any commission, fee or other compensation pursuant
        to any agreement, arrangement or understanding entered into by or on behalf
        of
        the Investor.

       

      5.11  Prohibited
        Transactions.
        During
        the last thirty (30) days prior to the date hereof, neither the Investor
        nor any
        Affiliate of the Investor which (x) had knowledge of the transactions
        contemplated hereby, (y) has or shares discretion relating to the Investor’s
        investments or trading or information concerning the Investor’s investments,
        including in respect of the Shares, or (z) is subject to the Investor’s review
        or input concerning such Affiliate’s investments or trading (collectively,
“Trading
        Affiliates”)
        has,
        directly or indirectly, (a) acquired, agreed to acquire (other than pursuant
        to
        this Agreement), offered for sale, sold, pledged or otherwise disposed of
        any
        Common Stock, (b) effected or agreed to effect any short sale, whether or
        not
        against the box, established any “put equivalent position” (as defined in Rule
        16a-1(h) under the Exchange Act) with respect to the Common Stock, granted
        any
        other right (including, without limitation, any put or call option) with
        respect
        to the Common Stock or with respect to any security that includes, relates
        to or
        derived any significant part of its value from the Common Stock or otherwise
        sought to hedge its position in the Shares or (c) entered into any swap or
        other
        derivatives transaction that transfers to another, in whole or in part, any
        of
        the economic benefits or risks of ownership of any securities of the Company,
        whether any such transaction described in clauses (a), (b) or (c) was or
        is to
        be settled by delivery of securities of the Company, other securities, cash
        or
        otherwise (each, a “Prohibited
        Transaction”).
        

       

      6.  Conditions
        to Closing.

       

      6.1  Conditions
        to the Investor’s Obligations.
        The
        obligation of the Investor to purchase the Shares at the Closing is subject
        to
        the satisfaction, on or prior to the Closing Date, of the following conditions,
        any of which may be waived by the Investor:

       

      (a)  The
        representations and warranties made by the Company in Section 4 hereof qualified
        as to materiality shall be true and correct on the date hereof and on the
        Closing Date (except to the extent any such representation or warranty expressly
        speaks as of a specific date, in which case such representation or warranty
        shall be true and correct as of such date), and the representations and
        warranties made by the Company in Section 4 hereof not qualified as to
        materiality shall be true and correct in all material respects on the date
        hereof and on the Closing Date (except to the extent any such representation
        or
        warranty expressly speaks as of a specific date, in which case such
        representation or warranty shall be true and correct in all material respects
        as
        of such specific date). The Company shall have performed in all material
        respects all obligations and covenants herein required to be performed by
        it on
        or prior to the Closing Date. 

       

      (b)  The
        Company shall have obtained any and all consents, permits, approvals,
        registrations and waivers necessary or appropriate for consummation of the
        purchase and sale of the Shares and the consummation of the other transactions
        contemplated by the Transaction Documents to be consummated on or prior to
        the
        Closing Date, all of which shall be in full force and effect.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (c)  The
        Company shall have executed and delivered this Agreement and the other
        Transaction Documents.

       

      (d)  No
        judgment, writ, order, injunction, award or decree of or by any court, or
        judge,
        justice or magistrate, including any bankruptcy court or judge, or any order
        of
        or by any governmental authority, shall have been issued, and no action or
        proceeding shall have been instituted by any governmental authority, enjoining
        or preventing the consummation of the transactions contemplated by the
        Transaction Documents.

       

      (e)  The
        Company shall have received confirmation that the Shares have been approved
        for
        listing on Nasdaq.

       

      (f)  The
        Company shall have delivered a certificate, executed on behalf of the Company
        by
        its Chief Executive Officer or its Chief Financial Officer, dated as of the
        Closing Date, certifying to the fulfillment of the conditions specified in
        Section 6.1(a), (b), (e) and (g).

       

      (g)  The
        Company shall have delivered a certificate, executed on behalf of the Company
        by
        its Secretary, dated as of the Closing Date, certifying the resolutions adopted
        by the Board approving the transactions contemplated by the Transaction
        Documents, certifying the current versions of the Certificate of Incorporation
        and Bylaws of the Company and certifying as to the signatures and authority
        of
        Persons signing the Transaction Documents and related documents on behalf
        of the
        Company.

       

      (h)  The
        Investor shall have received an opinion from O’Melveny & Myers LLP, U.S.
        counsel to the Company, dated as of the Closing Date, as to the matters set
        forth in Exhibit
        C
        attached
        hereto.

       

      (i)  The
        Investor shall have received an opinion from DeHeng Law Office, PRC counsel
        to
        the Company, dated as of the Closing Date, as to the matters set forth in
        Exhibit
        D
        attached
        hereto.

       

      (j)  No
        stop
        order or suspension of trading shall have been imposed by Nasdaq, the SEC
        or any
        other governmental or regulatory body with respect to public trading in the
        Common Stock. The Company shall not have received notice of any delisting
        on
        Nasdaq or that it is violation of any Nasdaq rule, regulation or interpretation
        which could lead to delisting.

       

      (k)  The
        Company’s delivery to its transfer agent of irrevocable instructions to issue
        and deliver to the Investor (or in such nominee name(s) as designated by
        the
        Investor in writing) certificates evidencing such number of Shares as set
        forth
        on the signature pages to this Agreement.

       

      (l)  The
        Nondisclosure Agreement dated as of August 1, 2006 between Warburg Pincus
        Asia
        LLC and the Company shall have been terminated.

       

      (m)  Beams
        Power Investment Limited shall have executed and delivered the Voting and
        Co-Sale Agreement. 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (n)  Any
        waiting period (and any extension thereof) applicable to the transaction
        contemplated hereby under the HSR Act shall have expired or been terminated.
        

       

      (o)  The
        Investor shall have completed its due diligence investigation of the Company
        with the results thereof being satisfactory to the Investor; provided, however,
        that no item disclosed on the Disclosure Schedule on the date hereof shall
        be
        cause for this condition not to be satisfied, provided,
        further,
        that
        such condition shall be deemed satisfied on and after June 7, 2007, if the
        Investor has not delivered to the Company prior to such date a notice stating
        that the Investor is unsatisfied with the due diligence results and has elected
        to terminate this Agreement.

       

      (p)  The
        Company’s delivery to the Investor of a written consent and waiver of ABN
        pursuant to the ABN Registration Rights Agreement.

       

      6.2  Conditions
        to Obligations of the Company.
        The
        Company’s obligation to sell and issue the Shares at the Closing is subject to
        the satisfaction on or prior to the Closing Date of the following conditions,
        any of which may be waived by the Company:

       

      (a)  The
        representations and warranties made by the Investor in Section 5 hereof shall
        be
        true and correct in all material respects when made and as of the Closing
        Date
        with the same force and effect as if they had been made on and as of said
        date
        (except to the extent any such representation or warranty expressly speaks
        as of
        a specific date, in which case such representation or warranty shall be true
        and
        correct in all material respects as of such specific date).

       

      (b)  The
        Investor shall have executed and delivered this Agreement and the other
        Transaction Documents.

       

      (c)  No
        judgment, writ, order, injunction, award or decree of or by any court, or
        judge,
        justice or magistrate, including any bankruptcy court or judge, or any order
        of
        or by any governmental authority, shall have been issued, and no action or
        proceeding shall have been instituted by any governmental authority, enjoining
        or preventing the consummation of the transactions contemplated by the
        Transaction Documents.

       

      (d)  The
        Investor shall have delivered the Purchase Price for the Shares to the
        Company.

       

      (e) Any
        waiting period (and any extension thereof) applicable to the transaction
        contemplated hereby under the HSR Act shall have expired or been
        terminated.

       

      6.3  Termination
        of Obligations to Effect Closing; Effects.
        The
        obligation of the Company, on the one hand, and the Investor, on the other
        hand,
        to effect the Closing shall terminate as follows:

       

      (a)  Upon
        the
        mutual written consent of the Company and the Investor;

       

      (b)  By
        the
        Company if any of the conditions set forth in Section 6.2 shall have become
        incapable of fulfillment, and shall not have been waived by the
        Company;

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (c)  By
        the
        Investor if any of the conditions set forth in Section 6.1 shall have become
        incapable of fulfillment, and shall not have been waived by the Investor;
        or

       

      (d)  By
        the
        Company or the Investor if the Closing shall not have occurred on or prior
        to
        June 30, 2007. 

       

      (e)  By
        the
        Investor, through issuance to the Company of a written notice in accordance
        with
        Section 6.1(o).

       

      7.  Covenants
        and Agreements.

       

      7.1  No
        Conflicting Agreements.
        The
        Company will not take any action, enter into any agreement or make any
        commitment that would conflict or interfere in any material respect with
        the
        Company’s obligations to the Investor under the Transaction
        Documents.

       

      7.2  Insurance.
        The
        Company shall not materially reduce the insurance coverage described in Section
        4.19.

       

      7.3  Compliance
        with Laws.
        The
        Company will comply in all material respects with all applicable laws, rules,
        regulations, orders and decrees of all governmental authorities.

       

      7.4  Listing
        of Underlying Shares and Related Matters.
        Promptly following the date hereof, the Company shall take all necessary
        action
        to cause the Shares to be listed on Nasdaq. The Company will use commercially
        reasonable efforts to continue the listing and trading of its Common Stock
        on
        Nasdaq and, in accordance, therewith, will use commercially reasonable efforts
        to comply in all respects with the Company’s reporting, filing and other
        obligations under the bylaws or rules of such market or exchange, as
        applicable.

       

      7.5  Removal
        of Legends.
        Upon
        the earlier of (i) the sale pursuant to the Registration Statement and receipt
        by the Company or its agents of the Investor’s written confirmation that such
        Shares were disposed of in compliance with the prospectus delivery requirements
        of the Securities Act or (ii) Rule 144(k) under the Securities Act becoming
        available for the resale of the Investor’s Shares, the Company shall within
        three (3) Business Days of the Investor’s written request, cause certificates
        evidencing the Investor’s Shares to be replaced with certificates which do not
        bear such restrictive legends.

       

      7.6  Board
        Representation Rights.

       

      (a) From
        and
        after the Closing, so long as the Investor (alone or together with its
        Affiliates) beneficially owns (as determined under Rule 13d-3 of the Exchange
        Act) at least 50% of the Shares acquired on the Closing, the Investor, together
        with its Permitted Transferees, shall have the right to designate a person
        (the
“Investor
        Designee”)
        to
        serve as a director of the Company, and the Company shall nominate and use
        its
        best efforts to have the Investor Designee elected to the Board. For so long
        as
        such membership does not conflict with any applicable law or regulation or
        listing requirement of Nasdaq, the Investor Designee shall be entitled to
        serve
        as a member of each of the committees of the Board, except for any committee
        formed to consider a transaction between the Company and the Investor (or
        any of
        its Affiliates). Any vacancy in the position of an Investor Designee shall
        only
        be filled with another designee designated by the Investor or its Permitted
        Transferees in accordance with the terms hereof. Any vacancy created by any
        removal of an Investor Designee shall also only be filled at the direction
        of
        the Investor or its Permitted Transferees. The Company’s proxy statement for the
        election of directors shall include the Investor Designee and the recommendation
        of the Board in favor of election of the Investor Designee. The Investor
        Designee shall be given notice of (in the same manner that notice is given
        to
        other members of the Board) all meetings (whether in person, telephonic or
        otherwise) of the Board, including all committee meetings with respect to
        committees on which the Investor Designee serves. The Investor Designee shall
        receive a copy of all notices, agendas and other materials distributed to
        the
        Board, whether provided to directors in advance or, during or after any meeting,
        regardless of whether the Investor Designee will be in attendance at the
        meeting. The Company shall reimburse the reasonable expenses incurred by
        the
        Investor Designee in connection with attending (whether in person or
        telephonically) all meetings of the Board or committees thereof or other
        Company
        related meetings to the same extent as all other members of the Board are
        reimbursed for such expenses (or, in case any such expense reimbursement
        policy
        shall apply only to non-employee directors, to the same extent as all other
        non-employee directors). The Company shall maintain director and officer
        insurance covering the Investor Designee on the same terms and with the same
        amount of coverage as is provided to other members of the Board. 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      7.7  HSR
        Act Filing.
        The
        Company and the Investor shall, as soon as practicable after the date of
        this
        Agreement, but in no event later than ten (10) Business Days after the date
        hereof, file Notification and Report Forms under the HSR Act with the Federal
        Trade Commission (the “FTC”)
        and
        the Antitrust Division of the Department of Justice (the “Antitrust
        Division”)
        relating to the transaction contemplated by this Agreement and shall use
        their
        reasonable best efforts to respond as promptly as practicable to all inquiries
        received from the FTC or the Antitrust Division for additional information
        or
        documentation. The Company shall pay all fees and expenses in connection
        with
        satisfying its obligations under this Section 7.7.

       

      7.8  Form
        D
        and Blue Sky.
        The
        Company agrees to timely file a Form D with the SEC with respect to the Shares
        to the extent required under Regulation D of the Securities Act and to provide,
        upon request, a copy thereof to the Investor. The Company shall, on or before
        the Closing Date, take such action as the Company shall reasonably determine
        is
        necessary in order to obtain an exemption for, or to qualify the Shares for,
        sale to the Investor at the Closing pursuant to this Agreement under applicable
        securities and “blue sky” laws of the states of the United States (or to obtain
        an exemption from such qualification), and shall provide evidence of any
        such
        action so taken to the Investor on or prior to the Closing Date. The Company
        shall make all timely filings and reports relating to the offer and sale
        of the
        Shares required under applicable securities and “blue sky” laws of the states of
        the United States following the Closing Date. The Company shall pay all fees
        and
        expenses in connection with satisfying its obligations under this Section
        7.8.

       

      7.9  Access
        to Information

       

      The
        Company shall, and shall cause each of its Subsidiaries to, throughout the
        period from the date hereof until the Closing, (i) provide the Investor and
        its
        representatives with full access, upon reasonable prior notice and during
        normal
        business hours, to all officers, employees, agents and accountants of the
        Company and its Subsidiaries and their respective assets, properties and
        material books and records, but only to the extent that such access does
        not
        unreasonably interfere with the business and operations of the Company and
        its
        Subsidiaries, and (ii) furnish promptly to such persons such information
        and
        data concerning the business and operations of the Company and its Subsidiaries
        as the other party or any of such other persons reasonably may request. No
        investigation pursuant to this paragraph or otherwise shall affect any
        representation or warranty contained in this Agreement or any condition to
        the
        obligations of the parties hereto.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      7.10   Further
        Assurances.
        The
        parties shall execute and deliver all such further instruments and documents
        and
        take all such other actions as may reasonably be required to carry out the
        transactions contemplated hereby to fulfill or obtain the fulfillment of
        the
        conditions to the Closing and the agreements herein contained. Notwithstanding
        the foregoing, in the event the Investor elects, in its sole discretion,
        and
        without prejudice to any remedy at law or at equity that may be available
        to the
        Investor, to waive any of the conditions set forth in Section 6.1, the Company
        shall use its best efforts to fulfill such waived conditions as soon as possible
        and in any event within ten (10) Business Days after Closing.

       

      8.  Survival
        and Indemnification.

       

      8.1  Survival.
        The
        representations, warranties, covenants and agreements contained in this
        Agreement shall survive the Closing of the transactions contemplated by this
        Agreement.

       

      8.2  Indemnification.
        

       

      (a)  Indemnification
        by the Company. The Company agrees to indemnify and hold harmless, to the
        fullest extent permitted by law, the Investors and their respective directors,
        managers, officers, employees, stockholders, members, and each Person who
        controls any Investor (within the meaning of the Securities Act) against
        any
        losses, claims, damages, judgments, amounts paid in settlement, liabilities
        and
        expenses (including, without limitation, reasonable attorneys’ fees) resulting
        from or which arise out of or are based upon any inaccuracy in the
        representations and warranties of the Company contained in this Agreement,
        or
        any failure of the Company to perform its obligations hereunder (any of the
        foregoing, a “Violation”),
        and
        will reimburse each Investor and their respective directors, managers, members,
        officers, employees, stockholders or controlling Persons for any legal and
        other
        expenses reasonably incurred as such expenses are reasonably incurred by
        such
        Person in connection with investigating, defending, settling, compromising
        or
        paying any such Violation.

       

      (b)  Indemnification
        by the Investors. Each Investor agrees, severally but not jointly, to indemnify
        and hold harmless, to the fullest extent permitted by law, the Company, its
        directors, officers, employees, stockholders and each Person who controls
        the
        Company (within the meaning of the Securities Act) against any losses, claims,
        damages, judgments, amounts paid in settlement, liabilities and expenses
        (including, without limitation, reasonable attorneys’ fees) resulting from or
        which arise out of or are based upon any inaccuracy in the representations
        and
        warranties of the Investor contained in this Agreement, and will reimburse
        the
        Company and its directors, officers, employees, stockholders or controlling
        Persons for any legal and other expenses reasonably incurred as such expenses
        are reasonably incurred by such Person in connection with investigating,
        defending, settling, compromising or paying any such loss, claim, damage,
        liability, expense or action. In no event shall the liability of an Investor
        be
        greater in amount than the amount invested by such Investor pursuant to this
        Agreement. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (c)  Conduct
        of Indemnification Proceedings. Any Person entitled to indemnification hereunder
        shall (i) give prompt notice to the indemnifying party of any claim with
        respect
        to which it seeks indemnification and (ii) permit such indemnifying party
        to
        assume the defense of such claim with counsel reasonably satisfactory to
        the
        indemnified party; provided that any Person entitled to indemnification
        hereunder shall have the right to employ separate counsel and to participate
        in
        the defense of such claim, but the fees and expenses of such counsel shall
        be at
        the expense of such Person unless (A) the indemnifying party has agreed to
        pay
        such fees or expenses, or (B) the indemnifying party shall have failed to
        assume
        the defense of such claim within five (5) Business Days after written notice
        thereof and employ counsel reasonably satisfactory to such Person or (C)
        in the
        reasonable judgment of any such Person, considering the advice of counsel,
        a
        conflict of interest exists between such Person and the indemnifying party
        with
        respect to such claims (in which case, if the Person notifies the indemnifying
        party in writing that such Person elects to employ separate counsel at the
        expense of the indemnifying party, the indemnifying party shall not have
        the
        right to assume the defense of such claim on behalf of such Person); and
        provided, further, that the failure of any indemnified party to give notice
        as
        provided herein shall not relieve the indemnifying party of its obligations
        hereunder, except to the extent that such failure to give notice shall
        materially adversely affect the indemnifying party in the defense of any
        such
        claim or litigation. It is understood that the indemnifying party shall not,
        in
        connection with any proceeding in the same jurisdiction, be liable for fees
        or
        expenses of more than one additional firm of attorneys at any time for all
        such
        indemnified parties. No indemnifying party will, except with the consent
        of the
        indemnified party, consent to entry of any judgment or enter into any settlement
        that does not include as an unconditional term thereof the giving by the
        claimant or plaintiff to such indemnified party of a release from all liability
        in respect of such claim or litigation.

       

      (d)  Contribution.
        If for any reason the indemnification provided for in the preceding paragraphs
        (a) and (b) is unavailable to an indemnified party or insufficient to hold
        it
        harmless, other than as expressly specified therein, then the indemnifying
        party
        shall contribute to the amount paid or payable by the indemnified party as
        a
        result of such loss, claim, damage or liability in such proportion as is
        appropriate to reflect the relative fault of the indemnified party and the
        indemnifying party, as well as any other relevant equitable considerations.
        No
        Person guilty of fraudulent misrepresentation within the meaning of Section
        11(f) of the Securities Act shall be entitled to contribution from any Person
        not guilty of such fraudulent misrepresentation. In no event shall the
        contribution obligation of an Investor be greater in amount than the amount
        invested by such Investor pursuant to this Agreement. 

       

      9.  Miscellaneous.

       

      9.1  Successors
        and Assigns.
        This
        Agreement may not be assigned by a party hereto without the prior written
        consent of the Company or the Investor, as applicable, provided, however,
        that
        the Investor may assign its rights and delegate its duties hereunder in whole
        or
        in part to an Affiliate acquiring some or all of its Shares after notice
        duly
        given by the Investor to the Company, provided
        that no
        such assignment or obligation shall affect the obligations of the Investor
        hereunder. The provisions of this Agreement shall inure to the benefit of
        and be
        binding upon the respective permitted successors and assigns of the parties.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and assigns
        any rights, remedies, obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      9.2  Counterparts;
        Faxes.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed via facsimile, which shall
        be
        deemed an original.

       

      9.3  Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      9.4  Notices.
        Unless
        otherwise provided, any notice required or permitted under this Agreement
        shall
        be given in writing and shall be deemed effectively given as hereinafter
        described (i) if given by personal delivery, then such notice shall be deemed
        given upon such delivery, (ii) if given by telex or telecopier, then such
        notice
        shall be deemed given upon receipt of confirmation of complete transmittal,
        (iii) if given by mail, then such notice shall be deemed given upon the earlier
        of (A) receipt of such notice by the recipient or (B) three days after such
        notice is deposited in first class mail, postage prepaid, and (iv) if given
        by
        an internationally recognized overnight air courier, then such notice shall
        be
        deemed given one Business Day after delivery to such carrier. All notices
        shall
        be addressed to the party to be notified at the address as follows, or at
        such
        other address as such party may designate by ten days’ advance written notice to
        the other party:

       

      If
        to the
        Company:

       

      Synutra
        International, Inc.

      2275
        Research Blvd. Suite 500

      Rockville,
        Maryland 20850

      Attention:
        General Counsel

      Fax:
        1-301-987-2344

       

      With
        a
        copy which shall not constitute notice to:  

       

      O’Melveny
        & Myers LLP

      31st
        Floor, China

      World
        Tower One, No.1 Jianguomenwai Avenue

      Beijing
        100004, China

      Attention:
        Howard Zhang

      Fax:
        +86-10-6535-4201

       

      If
        to the
        Investor:

       

      Warburg
        Pincus Private Equity IX, L.P. 

      c/o
        Warburg Pincus LLC

      466
        Lexington Avenue

      New
        York,
        NY 10017

      Attention:
        Arenare Scott

      Fax:
        (212) 922-0933

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      With
        a
        copy which shall not constitute notice to:

       

      Paul,
        Hastings, Janofsky & Walker LLP

      21-22/F
        Bank of China Tower

      1
        Garden
        Road

      Central
        Hong Kong

      Attention:
        Maurice Hoo

      Fax:
        852-3192-9731

      


      9.5  Expenses.
        If the
        Closing is effected, the Company shall pay all reasonable costs and expenses
        incurred by the parties with respect to the negotiation, execution and delivery
        of the Transaction Documents and all other agreements related to the
        consummation of the transactions contemplated therein, including all costs
        and
        expenses of Paul, Hastings, Janofsky & Walker LLP, special counsel to the
        Investor. In the event that legal proceedings are commenced by any party
        to this
        Agreement against another party to this Agreement in connection with this
        Agreement or any of the other Transaction Documents, the party or parties
        which
        do not prevail in such proceedings shall severally, but not jointly, pay
        their
        pro rata share of the reasonable attorneys’ fees and other reasonable
        out-of-pocket costs and expenses incurred by the prevailing party in such
        proceedings.

       

      9.6  Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company
        and the Investor. Any amendment or waiver affected in accordance with this
        paragraph shall be binding upon each holder of any Shares purchased under
        this
        Agreement at the time outstanding, each future holder of all such Shares,
        and
        the Company.

       

      9.7  Publicity.
        Except
        as set forth below, no public release or announcement concerning the
        transactions contemplated hereby shall be issued by the Company or the Investor
        without the prior consent of the Company (in the case of a release or
        announcement by the Investor) or the Investor (in the case of a release or
        announcement by the Company) (which consents shall not be unreasonably
        withheld), except as such release or announcement may be required by law
        or the
        applicable rules or regulations of Nasdaq, any securities exchange or other
        securities market. On the trading day immediately following the date hereof,
        the
        Company shall issue a press release disclosing the transactions contemplated
        by
        this Agreement. No later than the fourth trading day following the date hereof,
        the Company will file a Current Report on Form 8-K describing the Transaction
        Documents and attaching the press release described in the foregoing sentence.
        In addition, the Company will make such other filings (including filing the
        Transaction Documents with the SEC) and notices in the manner and time required
        by the SEC or Nasdaq.

       

      9.8  Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by applicable law, the parties hereby waive any provision of law
        which
        renders any provision hereof prohibited or unenforceable in any
        respect.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      9.9  Entire
        Agreement.
        This
        Agreement, including the exhibits and the Disclosure Schedule and the other
        Transaction Documents constitute the entire agreement among the parties hereof
        with respect to the subject matter hereof and thereof and supersede all prior
        agreements and understandings, both oral and written, between the parties
        with
        respect to the subject matter hereof and thereof.

       

      9.10  Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of Delaware without regard to the choice of law principles
        thereof. Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of New York located in the Borough
        of
        Manhattan, New York City and the United States District Court for the Southern
        District of New York for the purpose of any suit, action, proceeding or judgment
        relating to or arising out of this Agreement and the transactions contemplated
        hereby. Service of process in connection with any such suit, action or
        proceeding may be served on each party hereto anywhere in the world by the
        same
        methods as are specified for the giving of notices under this Agreement.
        Each of
        the parties hereto irrevocably consents to the jurisdiction of any such court
        in
        any such suit, action or proceeding and to the laying of venue in such court.
        Each party hereto irrevocably waives any objection to the laying of venue
        of any
        such suit, action or proceeding brought in such courts and irrevocably waives
        any claim that any such suit, action or proceeding brought in any such court
        has
        been brought in an inconvenient forum. EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

       

      (Signature
        page follows)

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      



      IN
        WITNESS WHEREOF, the parties have executed this Common Stock Purchase Agreement
        as of the date first above written.

       

      
        	 	 	 
	
                The
                  Company: 

              	
                SYNUTRA
                  INTERNATIONAL, INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ Zhang
                Liang
	 	Name: Zhang Liang
	 	
                Title:
                  CEO

              


      

       

      
        
          	 	 	 
	
                  
                    The
                      Investor: 

                  

                	
                  
                    WARBURG
                      PINCUS PRIVATE EQUITY IX, L.P.

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Timothy
                  J. Curt
	 	Name: Timothy J. Curt
	 	
                  Title:
                    Authorized Signatory

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        
 

       

      Exhibit
        A

       

      Registration
        Rights Agreement

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (the “Agreement”)
        is
        made and entered into as of this ___ day of May 2007 by and among Synutra
        International, Inc., a Delaware corporation (the “Company”),
        and
        Warburg Pincus Private Equity IX, L.P. (the “Investor”) in connection with that
        certain Common Stock Purchase Agreement, dated as of May 24, 2007 (the
“Purchase
        Agreement”),
        by
        and among the Company and the Investor.

       

      The
        parties hereby agree as follows:

       

      1.            
        Certain
        Definitions.

       

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

       

      “ABN
        Registration Rights Agreement”
means
        the Registration Rights Agreement, dated April 19, 2007, by and between the
        Company and ABN AMRO Bank N.V., Hong Kong Branch. 

      


      “Affiliate”
means,
        with respect to any Person, any other Person which directly or indirectly
        controls, is controlled by, or is under common control with, such
        Person.

       

      “Business
        Day”
means
        a
        day, other than a Saturday or Sunday, on which banks in New York City are
        open
        for the general transaction of business.

       

      “Common
        Stock”
shall
        mean the Company’s common stock, par value $0.0001 per share.

       

      “Effectiveness
        Date”
means
        the date on which the Registration Statement is declared effective by the
        SEC.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and
        regulations promulgated thereunder.

       

      “Filing
        Date”
means
        the date on which the Registration Statement is first filed with the
        SEC.

       

      “Investors”
shall
        mean the Investor and any Affiliate or permitted transferee of any Investor
        who
        is a subsequent holder of any Registrable Securities.

       

      “Person”
means
        an individual, corporation, partnership, limited liability company, trust,
        business trust, association, joint stock company, joint venture, sole
        proprietorship, unincorporated organization, governmental authority or any
        other
        form of entity not specifically listed herein.

       

       “Prospectus”
shall
        mean the prospectus included in any Registration Statement, as amended or
        supplemented by any prospectus supplement, with respect to the terms of the
        offering of any portion of the Registrable Securities covered by such
        Registration Statement and by all other amendments and supplements to the
        prospectus, including post-effective amendments and all material incorporated
        by
        reference in such prospectus.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Register,”
        “registered”
and
        “registration”
refer
        to a registration made by preparing and filing a Registration Statement or
        similar document in compliance with the Securities Act (as defined below),
        and
        the declaration or ordering of effectiveness of such Registration Statement
        or
        document.

       

      “Registrable
        Securities”
shall
        mean (i) the Shares and (ii) any other securities issued or issuable
        with respect to or in exchange for Shares, including shares issued in
        replacement therefore, whether upon any stock split, stock dividend,
        recapitalization, subdivision or similar event or otherwise, provided,
        however,
        that a
        security shall cease to be a Registrable Security upon sale pursuant to a
        Registration Statement or Rule 144 under the Securities Act.

       

      “Registration
        Statement”
shall
        mean any registration statement of the Company filed under the Securities
        Act
        that covers the resale of any of the Registrable Securities pursuant to the
        provisions of this Agreement, amendments and supplements to such Registration
        Statement, including post-effective amendments, all exhibits and all material
        incorporated by reference in such Registration Statement.

       

      “Required
        Investors”
means
        the Investors holding a majority of the Registrable Securities.

       

      “SEC”
means
        the Securities and Exchange Commission.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Shares”
means
        the shares of Common Stock issued pursuant to the Purchase
        Agreement.

       

      2.            
        Registration.

       

      (a)          
        Mandatory
        Registration. 
        

      


      (i) As
        soon
        as reasonably practicable following the Closing (as defined in the Purchase
        Agreement), but, in any event, no later than forty-five (45) days after the
        Closing (the “Filing
        Deadline”),
        the
        Company shall prepare and file with the SEC a Registration Statement on
        Form S-3 covering the resale of the Shares.  Such Registration
        Statement also shall cover, to the extent permitted by Rule 416 under the
        Securities Act such indeterminate number of additional shares of Common Stock
        resulting from stock splits, stock dividends or similar transactions with
        respect to the Shares. Such Registration Statement (and each amendment or
        supplement thereto, and each request for acceleration of effectiveness thereof)
        shall be provided in accordance with Section 4(c) to the Investors and
        their counsel prior to its filing or other submission.  

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (ii) Notwithstanding
        the registration obligations set forth in Section 2(a)(i) above, in the event
        the SEC informs the Company that all of the Registrable Securities cannot,
        as a
        result of the application of Rule 415 under the Securities Act, be registered
        for resale on a single registration statement initially filed by the Company
        pursuant to Section 2(a)(i) above (the “Initial
        Registration Statement”),
        the
        Company shall promptly (A) inform each of the Investors thereof and use its
        commercially reasonable efforts to file amendments to the Initial Registration
        Statement as required by the Commission and/or (B) withdraw the Initial
        Registration Statement and file a new registration statement (a “New
        Registration Statement”),
        in
        either case, covering the maximum number of Registrable Securities permitted
        by
        the Commission to be registered on Form S-3. In the event that the Company
        amends the Initial Registration or files a New Registration Statement in
        accordance with the foregoing, the Company shall use its commercially reasonable
        efforts to file with the Commission, as promptly as allowed by the Commission
        or
        staff guidance provided from time to time to the Company or to registrants
        of
        securities in general, one or more registration statements on Form S-3 or
        such
        other form to register for resale those Registrable Securities that were
        not
        registered for resale on the Initial Registration Statement, as amended,
        or the
        New Registration Statement (the “Remainder
        Registration Statements”);
        provided,
        however,
        that
        the Company shall not, without the Investors’ prior written consent (which
        consent may be withheld, delayed or conditioned at the discretion of the
        Investors) file or request acceleration of the effectiveness of any Registration
        Statement under this Section 2(a) if the SEC has informed the Company in
        the SEC
        review process that any Investor would be deemed an underwriter under the
        Securities Act in connection therewith, and the Company in so refraining
        from
        filing or requesting acceleration, shall not be in violation or breach of
        this
        Agreement.

      


      (iii) Subject
        to the forgoing, the Company shall use commercially reasonable efforts to
        have
        the Initial Registration Statement, any New Registration Statement, and any
        Remainder Registration Statements declared effective as soon as
        practicable.  The Company shall notify the Investors by facsimile or e-mail
        as promptly as practicable, and in any event, within one (1) Business Day,
        after
        any such Registration Statement is declared effective and shall provide the
        Investors with copies of any related Prospectus to be used in connection
        with
        the sale or other disposition of the securities covered thereby. 


      


      (iv) Except
        as
        contemplated by the ABN Registration Rights Agreement, during the period
        beginning on the date hereof and ending on the Effectiveness Date, the Company
        shall refrain from filing any registration statement other than (A) a
        Registration Statement filed hereunder or (B) a registration statement on
        Form
        S-8 with respect to stock option plans and agreements and stock plans currently
        in effect and disclosed in the Purchase Agreement or the schedules thereto.
        In
        addition, except as contemplated by the ABN Registration Rights Agreement,
        during the term of this Agreement, in no event shall the Company include
        any
        securities other than the Registrable Securities in any Registration Statement
        filed by the Company on behalf of the Investors pursuant to the terms of
        this
        Section 2(a).

      


      (b) Demand
        Registration Rights.
        

       

      (i) Generally.
        Subject
        to the conditions set forth in this Section 2(b), if, at any time prior to
        the
        expiration of the Effectiveness Period (as defined in Section 4(a) below),
        (x) a
        Registration Statement covering the sale of all of the Registrable Securities
        is
        not then effective and available for sales thereof by the Investors, and
        (y) the
        Company shall receive from any Investor or Investors holding at least 25%
        of the
        Registrable Securities (the “Initiating
        Investors”)
        a
        written request signed by such Initiating Investors that the Company effect
        a
        registration with respect to all or a part of the Registrable Securities
        (which
        request shall state the number of shares of Registrable Securities to be
        disposed of and the intended methods of disposition of such shares by such
        Initiating Investors), the Company will:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (A) promptly
        (but in case more than ten (10) Business Days after receipt of such request)
        give written notice of the proposed registration to all other Investors;
        and

       

      (B) as
        soon
        as practicable, file and use its commercially reasonable efforts to effect
        such
        registration (including, without limitation, filing post-effective amendments,
        appropriate qualifications under applicable U.S. blue sky or other state
        securities laws, and appropriate compliance with the Securities Act) and
        to
        permit or facilitate the sale and distribution of all or such portion of
        such
        Registrable Securities as are specified in such request, together with all
        or
        such portion of the Registrable Securities of any Investor or Investors joining
        in such request as are specified in a written request received by the Company
        within ten (10) days after such written notice from the Company is mailed
        or
        delivered.

       

      (ii) Limitations.
        The
        Company shall not be obligated to effect, or to take any action to effect,
        any
        such registration pursuant to this Section 2(b):

       

       

      (A) If
        the
        Initiating Investors, together with the holders of any other securities of
        the
        Company entitled to inclusion in such registration statement, propose to
        sell
        Registrable Securities and such other securities (if any) at an aggregate
        offering price (after deduction of underwriters’ discounts and expenses related
        to issuance) of less than $10,000,000;

       

       

      (B) After
        the
        Company has initiated two (2) such registrations pursuant to this Section
        2(b)
        (counting for these purposes only (I) registrations which have been declared
        or
        ordered effective and pursuant to which securities have been sold, and (II)
        a
        demand registration right under this Section 2(b) that the Investors have
        affirmatively forfeited; or

       

       

      (C) During
        the period starting with the date sixty (60) days prior to the Company’s good
        faith estimate of the date of filing of, and ending on a date one hundred
        eighty
        (180) days after the effective date of, a Company-initiated registration;
        provided
        that the
        Company is actively employing in good faith commercially reasonable efforts
        to
        cause such registration statement to become effective.

       

      (iii) Deferral.
        If (A)
        in the good faith judgment of the Board of Directors of the Company, the
        filing
        of a registration statement under this Section 2(b) covering the Registrable
        Securities would be materially detrimental to the Company and the Board of
        Directors of the Company concludes, as a result, that it is in the best
        interests of the Company to defer the filing of such registration statement
        at
        such time, and (B) the Company shall furnish to such Investors a certificate
        signed by the Chief Executive Officer or the Chief Financial Officer of the
        Company stating that in the good faith judgment of the Board of Directors
        of the
        Company, it would be materially detrimental to the Company for such registration
        statement to be filed in the near future and that it is, therefore, in the
        best
        interests of the Company to defer the filing of such registration statement,
        then (in addition to the limitations set forth in Section 2(b)(ii) above)
        the
        Company shall have the right to defer such filing for a period of not more
        than
        forty five (45) days after receipt of the request of the Initiating Investors,
        and, provided further, that the Company shall not defer its obligation in
        this
        manner more than twice in any twelve (12) month period.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      (iv) Other
        Shares.
        The
        registration statement filed pursuant to the request of the Initiating Investors
        may, subject to the provisions of Section 2(b)(v) below, include (A) securities
        of the Company being sold for the account of the Company and (B) shares of
        Common Stock with respect to which the Company has, prior to the date hereof,
        granted registration rights (“Other
        Shares”)
        that
        are disclosed in the Purchase Agreement or the schedules thereto (any such
        rights, “Existing
        Registration Rights”).

      


      (v) Underwriting.
        

      


      (A) If
        the
        Initiating Investors intend to distribute the Registrable Securities covered
        by
        their request by means of an underwriting, they shall so advise the Company
        as a
        part of their request made pursuant to this Section 2(b) and the Company
        shall
        include such information in the written notice given pursuant to Section
        2(b)(i)(A). In such event, the right of any Investor to include all or any
        portion of its Registrable Securities in such registration pursuant to this
        Section 2(b) shall be conditioned upon such Investor’s participation in such
        underwriting and the inclusion of such Investor’s Registrable Securities to the
        extent provided herein. If the Company shall request inclusion in any
        registration pursuant to this Section 2(b) of securities being sold for its
        own account, or if holders of Other Shares shall request inclusion in any
        registration pursuant to this Section 2(b), the Initiating Investors shall,
        on
        behalf of all Investors, offer to include such securities in the underwriting
        and such offer shall be conditioned upon the participation of the Company
        or
        such other persons in such underwriting and the inclusion of the Company’s and
        such Other Holders’ other securities of the Company and their acceptance of the
        further applicable provisions of this Section 2. The Company shall (together
        with all Investors and other persons proposing to distribute their securities
        through such underwriting) enter into an underwriting agreement in customary
        form with the representative of the underwriter or underwriters selected
        for
        such underwriting by the Company, which underwriters are reasonably acceptable
        to a majority in interest of the Initiating Investors.

      


      (B) Notwithstanding
        any other provision of this Section 2(b), if the underwriters advise the
        Initiating Investors in writing that marketing factors require a limitation
        on
        the number of shares to be underwritten, the number of Registrable Securities
        and Other Shares that may be so included shall be allocated as follows: (I)
        first, among all Investors requesting to include Registrable Securities in
        such
        registration statement based on the pro rata percentage of Registrable
        Securities held by such Investors; (II) second, to holders of Other Shares
        electing to register shares in connection with such registration; and (III)
        third, to the Company, which the Company may allocate, at its discretion,
        for
        its own account, or for the account of other holders or employees of the
        Company.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (C) If
        a
        person who has requested inclusion in a registration pursuant to this Section
        2(b) does not agree to the terms of any underwriting in accordance with this
        Section 2(b)(v), such person shall be excluded from the underwriting by written
        notice from the Company, the underwriter or the Initiating Investors. The
        securities so excluded shall also be withdrawn from registration. If shares
        are
        so withdrawn from the registration and if the number of shares to be included
        in
        such registration was previously reduced as a result of marketing factors
        pursuant to Section 2(b)(v)(B) above, then the Company shall then offer to
        all
        Investors and holders of Other Shares who have elected to include and retained
        rights to include securities in the registration the right to include additional
        Registrable Securities or Other Shares, as applicable, in the registration
        in an
        aggregate amount equal to the number of shares so withdrawn, with such shares
        to
        be allocated among such Investors and Other Holders requesting additional
        inclusion, in order of priority as set forth in Section 2(b)(v)(B)
        above.

       

      (c) Piggyback
        Registration Rights.
        

      


      (i) Generally.
        If, at
        any time prior to the expiration of the Effectiveness Period (as defined
        in
        Section 4(a) below), (i) the Company proposes to register shares of Common
        Stock
        under the Securities Act in connection with the public offering of such shares
        for cash other than a registration statement on Form S-8 or Form S-4 or any
        successor or other forms promulgated for similar purposes (a “Proposed
        Registration”)
        and
        (ii) a Registration Statement covering the sale of all of the Registrable
        Securities is not then effective and available for sales thereof by the
        Investors, the Company shall, at such time, promptly give each Investor written
        notice of such Proposed Registration. Each Investor shall have ten (10) Business
        Days from its receipt of such notice to deliver to the Company a written
        request
        specifying the amount of Registrable Securities that such Investor intends
        to
        sell and such Investor’s intended method of distribution. Upon receipt of such
        request, the Company shall use its best efforts to cause all Registrable
        Securities which the Company has been requested to register to be registered
        under the Securities Act to the extent necessary to permit their sale or
        other
        disposition in accordance with the intended methods of distribution specified
        in
        the request of such Investor; provided,
        however,
        that the
        Company shall have the right to postpone or withdraw any registration effected
        pursuant to this Section 2(c) without obligation to the Investors. 

      


      (ii) Underwriting.
        

      


      (A) If
        the
        Registration of which the Company gives notice is for a registered public
        offering involving an underwriting, the Company shall so advise each of the
        Investors as part of the written notice given pursuant to 2(c)(i). In such
        event, the right of any Investor to include all or any portion of its
        Registrable Securities in such registration pursuant to this Section 2(c)
        shall
        be conditioned upon such Investor’s participation in such underwriting and the
        inclusion of such Investor’s Registrable Securities to the extent provided
        herein. If an Investor shall request inclusion in any registration pursuant
        to
        this Section 2(c) of its Registrable Securities, the Company shall offer to
        include such securities in the underwriting and such offer shall be conditioned
        upon the participation of such Investor and the inclusion of such Investor’s
        Registrable Securities and their acceptance of the further applicable provisions
        of this Section 2(c). An Investor whose shares are to be included in such
        Registration shall (together with all Investors and other persons proposing
        to
        distribute their securities through such underwriting) enter into an
        underwriting agreement in customary form with the representative of the
        underwriter or underwriters selected for such underwriting by the
        Company..

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (B) Notwithstanding
        any other provision of this Section 2(c), if the underwriters advise the
        Company
        in writing that marketing factors require a limitation on the number of shares
        to be underwritten, the Company shall be obligated to include in the
        registration statement only such limited portion of the Registrable Securities
        with respect to which each Investor has requested inclusion hereunder as
        such
        underwriter(s) shall permit. Any exclusion of Registrable Securities shall
        be
        made pro rata among the Investors seeking to include Registrable Securities
        in a
        registration statement, in proportion to the number of Registrable Securities
        sought to be included by such Investors; provided,
        however,
        that
        the Company shall not exclude any Registrable Securities unless the Company
        has
        first excluded all outstanding securities, the holders of which are not entitled
        to inclusion of such securities in the registration statement or are not
        entitled to pro rata inclusion with the Registrable Securities; and provided,
        further,
        that,
        after giving effect to the immediately preceding proviso, any exclusion of
        Registrable Securities shall be made pro rata with holders of other securities
        underlying Existing Registration Rights who have elected to include such
        securities in the registration statement

       

      (C) If
        a
        person who has requested inclusion in a registration pursuant to this Section
        2(c) does not agree to the terms of any underwriting in accordance with this
        Section 2(c)(ii), such person shall be excluded from the underwriting by
        written
        notice from the Company or the underwriter. The securities so excluded shall
        also be withdrawn from registration. If shares are so withdrawn from the
        registration and if the number of shares to be included in such registration
        was
        previously reduced as a result of marketing factors pursuant to Section
        2(c)(ii)(B) above, then the Company shall then offer to all Investors and
        holders of Other Shares who have elected to include and retained rights to
        include securities in the registration the right to include additional
        Registrable Securities or Other Shares, as applicable, in the registration
        in an
        aggregate amount equal to the number of shares so withdrawn, with such shares
        to
        be allocated among such Investors and Other Holders requesting additional
        inclusion, in order of priority as set forth in Section 2(c)(ii)(B)
        above.

       

      (d)         
        Expenses. 
        The Company will pay all expenses associated with each registration, including
        filing and printing fees, the Company’s counsel and accounting fees and
        expenses, costs associated with clearing the Registrable Securities for sale
        under applicable state securities laws and listing fees, but excluding fees
        and
        expenses of counsel to the Investors, discounts, commissions, fees of
        underwriters, selling brokers, dealer managers or similar securities industry
        professionals with respect to the Registrable Securities being sold,
provided
        that the
        Company shall pay the reasonable fees and expenses, not to exceed ten thousand
        ($10,000) in the aggregate, of one counsel for the Investors.

       

      3.            
        Suspension.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (a)          
        Subject to Section 3(b) below, in the event: (i) of any request
        by the SEC or any other federal or state governmental authority during the
        period of effectiveness of the Registration Statement for amendments or
        supplements to the Registration Statement or related prospectus or for
        additional information so that the Registration Statement will not contain
        an
        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 not misleading
        or
        otherwise fail to comply with the applicable rules and regulations of the
        federal securities laws; (ii) of the issuance by the SEC or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of the Registration Statement or the initiation of any proceedings
        for that purpose; (iii) of the receipt by the Company of any notification
        with respect to the suspension of the qualification or exemption from
        qualification of any of the Registrable Securities for sale in any jurisdiction
        or the initiation of any proceeding for such purpose, provided that, considering
        the advice of counsel, the Company reasonably believes that it must qualify
        in
        such jurisdiction; (iv) of any event or circumstance that, considering the
        advice of counsel, the Company reasonably believes necessitates the making
        of
        any changes in the Registration Statement or related prospectus, or any document
        incorporated or deemed to be incorporated therein by reference, so that,
        in the
        case of the Registration Statement, it will not contain any untrue statement
        of
        a material fact or any omission to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading, and that
        in
        the case of a related prospectus, it will not contain any untrue statement
        of a
        material fact or any omission to state a material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading; or (v) that the
        Company reasonably believes, considering the advice of counsel, that the
        Company
        may, in the absence of a suspension described hereunder, be required under
        state
        or federal securities laws to disclose any corporate development, the disclosure
        of which could reasonably be expected to have a material adverse effect upon
        the
        Company, its stockholders, a potentially material transaction or event involving
        the Company, or any negotiations, discussions or proposals directly relating
        thereto; then the Company shall deliver a certificate in writing to each
        Holder
        of Registrable Securities (the “Suspension
        Notice”)
        to the
        effect of the foregoing (but in no event, without the prior written consent
        of
        an Investor, shall the Company disclose to such Investor any of the facts
        or
        circumstances regarding any material nonpublic information) and, upon receipt
        of
        such Suspension Notice, the Holder will refrain from selling any Registrable
        Securities pursuant to the Registration Statement (a “Suspension”)
        until
        the Holder’s receipt of copies of a supplemented or amended prospectus prepared
        and filed by the Company or until the Holder is advised in writing by the
        Company that the current prospectus may be used and the Holder has received
        copies of any additional or supplemental filings that are incorporated or
        deemed
        incorporated by reference in any such prospectus.

       

      (b)          
        Notwithstanding the foregoing, the Company shall not suspend any Registration
        Statement or related prospectus for more than forty five (45) consecutive
        days
        or for a total of not more than ninety (90) days in any twelve (12) month
        period
        (each a “Permitted
        Suspension”
and
        together the “Permitted
        Suspensions”).

       

      (c)          
        The Company will use commercially reasonable efforts to terminate a Suspension
        as promptly as practicable after delivery of a Suspension Notice to the
        Holders.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      4.            
        Company
        Obligations. 
        The Company will use commercially reasonable efforts to effect the registration
        of the Registrable Securities in accordance with the terms hereof, and pursuant
        thereto the Company will:

       

      (a)          
        use commercially reasonable efforts to cause such Registration Statement
        to
        become effective and to remain continuously effective for a period that will
        terminate upon the earlier of (i) the date on which all Registrable
        Securities have been sold pursuant to the Registration Statement, as amended
        from time to time, (ii) the date on which all Registrable Securities
        covered by such Registration Statement have been sold pursuant to Rule 144,
        or (iii) four years from the date hereof (the “Effectiveness
        Period”)
        and
        advise the Investors in writing when the Effectiveness Period has
        expired;

      


      (b)         
        prepare and file with the SEC such amendments and post-effective amendments
        to
        the Registration Statement and such supplements to the Prospectus as may
        be
        necessary to keep the Registration Statement effective for the period specified
        in Section 4(a) and to comply with the provisions of the Securities
        Act and the Exchange Act with respect to the distribution of all of the
        Registrable Securities covered thereby;

       

      (c)          
        provide copies to and permit counsel designated by the Investors to review
        the
        Registration Statement and any amendments or supplements thereto and any
        comments made by the staff of the SEC and the Company’s responses thereto a
        reasonable period of time prior to its filing with the SEC or its receipt
        from
        the SEC as applicable and shall duly consider comments made by such counsel
        thereon;

       

      (d)         
        furnish to the Investors and their legal counsel (i) promptly after the
        same is prepared and publicly distributed, filed with the SEC, or received
        by
        the Company (but not later than two (2) Business Days after the filing
        date, receipt date or sending date, as the case may be) one (1) copy of any
        Registration Statement and any amendment thereto, each preliminary prospectus
        and Prospectus and each amendment or supplement thereto, and each letter
        written
        by or on behalf of the Company to the SEC or the staff of the SEC, and each
        item
        of correspondence from the SEC or the staff of the SEC, in each case relating
        to
        such Registration Statement (other than any portion of any thereof which
        contains information for which the Company has sought confidential treatment),
        and (ii) an electronic copy of a Prospectus, including a preliminary
        prospectus, and all amendments and supplements thereto and such other documents
        as each Investor may reasonably request in connection with the disposition
        of
        the Registrable Securities owned by such Investor that are covered by the
        related Registration Statement;

       

      (e)          
        use commercially reasonable efforts to (i) prevent the issuance of any stop
        order or other suspension of effectiveness and, (ii) if such order is
        issued, obtain the withdrawal of any such order at the earliest practicable
        time
        and to notify each Investor of the issuance of such an order and the resolution
        thereof;

       

      (f)          
        prior to any public offering of Registrable Securities, use commercially
        reasonable efforts to register or qualify or cooperate with the Investors
        and
        their counsel in connection with the registration or qualification of such
        Registrable Securities for offer and sale under the securities or blue sky
        laws
        of such jurisdictions requested by the Investors and do any and all other
        commercially reasonable acts or things necessary or advisable to enable the
        distribution in such jurisdictions of the Registrable Securities covered
        by the
        Registration Statement; provided,
        however,
        that
        the Company shall not be required in connection therewith or as a condition
        thereto to (i) qualify to do business in any jurisdiction where it would
        not otherwise be required to qualify but for this Section 4(f),
        (ii) subject itself to general taxation in any jurisdiction where it would
        not otherwise be so subject but for this Section 4(f), or (iii) file a
        general consent to service of process in any such jurisdiction;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (g)         
        use commercially reasonable efforts to cause all Registrable Securities covered
        by a Registration Statement to be listed on the primary securities exchange,
        interdealer quotation system or other market on which similar securities
        issued
        by the Company are then listed;

       

      (h)         
        as soon as practicable notify the Investors, at any time when a Prospectus
        relating to Registrable Securities is required to be delivered under the
        Securities Act, upon discovery that, or upon the happening of any event as
        a
        result of which, the Prospectus included in a Registration Statement, as
        then in
        effect, includes an untrue statement of a material fact or omits to state
        any
        material fact required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances then existing, and at
        the
        request of any such holder, as soon as practicable, and subject to the Company’s
        right to delay or refrain from filing as contemplated herein, prepare and
        furnish to such holder an electronic copy of a supplement to or an amendment
        of
        such Prospectus as may be necessary so that, as thereafter delivered to the
        purchasers of such Registrable Securities, such Prospectus shall not include
        an
        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 not misleading
        in
        light of the circumstances then existing;

       

      (i)           
        otherwise use commercially reasonable efforts to comply with all applicable
        rules and regulations of the SEC under the Securities Act and the Exchange
        Act, take such other actions as may be reasonably necessary to facilitate
        the
        registration of the Registrable Securities hereunder; and make available
        to its
        security holders, as soon as reasonably practicable, but not later than the
        Availability Date (as defined below), an earnings statement covering a period
        of
        at least twelve (12) months, beginning after the effective date of each
        Registration Statement, which earnings statement shall satisfy the provisions
        of
        Section 11(a) of the Securities Act, including Rule 158
        promulgated thereunder (for the purpose of this subsection 3(i),
“Availability
        Date”
means
        the 45th day following the end of the fourth fiscal quarter that includes
        the
        effective date of such Registration Statement, except that, if such fourth
        fiscal quarter is the last quarter of the Company’s fiscal year, “Availability
        Date”
means
        the 90th day after the end of such fourth fiscal quarter);

       

      (j)           
        with a view to making available to the Investors the benefits of Rule 144
        (or its successor rule) and any other rule or regulation of the SEC that
        may at any time permit the Investors to sell shares of Common Stock to the
        public without registration, the Company covenants and agrees to: 
(i) make and keep public information available, as those terms are
        understood and defined in Rule 144, during the Effectiveness Period;
        (ii) file with the SEC in a timely manner all reports and other documents
        required of the Company under the Exchange Act; and (iii) furnish to each
        Investor upon request, as long as such Investor owns any Registrable Securities,
        (A) a written statement by the Company that it has complied with the
        reporting requirements of the Exchange Act, (B) a copy of the Company’s
        most recent Annual Report on Form 10-K or Quarterly Report on
        Form 10-Q, and (C) such other information as may be reasonably
        requested in order to avail such Investor of any rule or regulation of the
        SEC that permits the selling of any such Registrable Securities without
        registration;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (k) hold
        in
        confidence and not make any disclosure of information concerning an Investor
        provided to the Company if at the time such information is provided the Company
        is notified of the confidential nature of such information unless (i) disclosure
        of such information is necessary to comply with federal or state securities
        laws, (ii) the disclosure of such information is necessary to avoid or correct
        a
        misstatement or omission in any Registration Statement that includes such
        Investor’s Registrable Securities, (iii) the release of such information is
        ordered pursuant to a subpoena or other order from a court or governmental
        body
        of competent jurisdiction, (iv) such information has been made generally
        available to the public other than by disclosure in violation of this or
        any
        other agreement, or (v) such Investor consents to the form and content of
        any
        such disclosure, which consent shall not be unreasonably withheld or delayed.
        The Company shall, upon learning that disclosure of any information concerning
        an Investor is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt notice to such
        Investor;

      


      (l) provide
        a
        transfer agent and registrar, which may be a single entity, for the Registrable
        Securities not later than the effective date of the Registration
        Statement;

      


      (m) if,
        after
        the execution of this Agreement, an Investor believes, after consultation
        with
        its counsel, that it could reasonably be deemed to be an underwriter of
        Registrable Securities, or if any Investor intends to distribute the Registrable
        Securities covered by means of an underwriting, at the request of such Investor,
        the Company shall (i) cause to be prepared and shall furnish to such Investor
        or
        underwriter, on the date of the effectiveness of a Registration Statement
        and
        thereafter from time to time on such dated as such Investor or underwriter
        may
        reasonably request (A) a customary “comfort letter”, dated as of such date, from
        the Company’s independent certified public accountants to underwriters in an
        underwritten public offering, addressed to such Investor or underwriters,
        and
        (B) an opinion, dated as of such date, of legal counsel representing the
        Company
        for purposes of such Registration Statement, in form, scope and substance
        as is
        customarily given in an underwritten public offering, addressed to such Investor
        or underwriters, (ii) make available by such Investor or underwriters, their
        legal counsel and one firm of accountants or other agents retained by such
        Investor or underwriters (collectively, the “Inspectors”) during regular
        business hours and upon reasonable notice, all pertinent financial and other
        records, and pertinent corporate documents and properties of the Company
        (collectively, the “Records”), as shall be reasonably deemed necessary or
        appropriate by each Inspector, and cause the Company’s officers, directors and
        employees to supply all information which any Inspector may reasonably request;
        provided, however, that each Inspector shall agree to hold in strict confidence
        and shall not make any disclosure (except to such Investor or underwriters
        and
        the other Inspectors) or use of any Record or other information which the
        Company determines in good faith to be confidential, and of which determination
        the Inspectors are so notified, unless (x) the disclosure of such Records
        is
        necessary to avoid or correct a misstatement or omission in any Registration
        Statement or is otherwise required under the Securities Act, (y) ordered
        by a
        court of competent jurisdiction or (z) the information in such Records has
        been
        made generally available to the public other than by disclosure in violation
        of
        this Agreement, and (iii) in the event of an underwritten offering, enter
        into
        an underwriting agreement in customary form with the representative of the
        underwriter. Nothing herein (or in any other confidentiality agreement between
        the Company and any Investor) shall be deemed to limit any Investor’s ability to
        sell Registrable Securities in a manner which is otherwise consistent with
        applicable laws and regulations;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (n) if
        requested by an Investor, the Company shall, as soon as practicable (i)
        incorporate in a prospectus supplement or post-effective amendment such
        information as an Investor reasonably requests to 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 offered or sold, the purchase price being paid therefore and any other
        terms of the offering of the Registrable Securities to be sold in such offering,
        (ii) make all required filings of such prospectus supplement or post-effective
        amendment and (iii) supplement or make amendments to any Registration Statement
        if reasonably requested by an Investor holding any Registrable Securities;
        and

      


      (o) the
        Company shall use its best efforts to maintain the eligibility of its use
        of
        Form S-3 for registering securities for resale.

       

      5.            
        Obligations
        of the Investors.

       

      (a)          
        Each Investor shall furnish in writing 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 required
        to
        effect the registration of such Registrable Securities and [as shall be
        necessary so that the Registration Statement, the Prospecutus or any preliminary
        prospectus or similar offering document shall not include any untrue statement
        or alleged untrue statement of a material fact or any omission or alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading, and shall promptly notify the Company
        if
        any such previously provided information shall contain or omit any such
        information. Each Investor shall] also execute such documents in connection
        with
        such registration as the Company may reasonably request.  At least five
        (5) Business Days prior to the first anticipated filing date of any
        Registration Statement, the Company shall notify each Investor of the
        information the Company requires from such Investor if such Investor elects
        to
        have any of the Registrable Securities included in the Registration
        Statement.  An Investor shall provide such information to the Company at
        least two (2) Business Days prior to the first anticipated filing date of
        such Registration Statement if such Investor elects to have any of the
        Registrable Securities included in the Registration Statement.

       

      (b)         
        Each Investor, by its acceptance of the Registrable Securities, agrees to
        cooperate with the Company as reasonably requested by the Company in connection
        with the preparation and filing of a Registration Statement hereunder, unless
        such Investor has notified the Company in writing of its election to exclude
        all
        of its Registrable Securities from such Registration Statement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (c)          
        Each Investor agrees that, upon receipt of any notice from the Company of
        the
        commencement of an Suspension pursuant to Section 3, such Investor will
        immediately discontinue disposition of Registrable Securities pursuant to
        the
        Registration Statement covering such Registrable Securities, until the
        Investor’s receipt of the supplemented or amended prospectus filed with the SEC
        and until any related post-effective amendment is declared effective and,
        if so
        directed by the Company, the Investor shall deliver to the Company (at the
        expense of the Company) or destroy (and deliver to the Company a certificate
        of
        destruction) all copies in the Investor’s possession of the Prospectus covering
        the Registrable Securities current at the time of receipt of such
        notice.

       

      6.            
        Indemnification.

       

      (a)          
        Indemnification
        by the Company. 
        The Company agrees to indemnify and hold harmless, to the fullest extent
        permitted by law, the Investors and their respective directors, managers,
        officers, employees, stockholders, members, and each Person who controls
        any
        Investor (within the meaning of the Securities Act) against any losses, claims,
        damages, judgments, amounts paid in settlement, liabilities and expenses
        (including, without limitation, reasonable attorneys’ fees) resulting from or
        which arise out of or are based upon (i) any untrue statement or alleged
        untrue
        statement of a material fact in any 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 of 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 any
        preliminary prospectus if used prior to the effective date of such Registration
        Statement or contained in the final prospectus (as amended or supplemented)
        or
        the omission or alleged omission to state therein any material fact necessary
        to
        make the statements made therein, in the light of the circumstances under
        which
        the statements therein were made, not misleading (any of the foregoing, a
        “Violation”),
        and
        will reimburse each Investor and their respective directors, managers, members,
        officers, employees, stockholders or controlling Persons for any legal and
        other
        expenses reasonably incurred as such expenses are reasonably incurred by
        such
        Person in connection with investigating, defending, settling, compromising
        or
        paying any such Violation; provided,
        however,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement or omission or alleged omission so
        made in
        conformity with information furnished in writing by an Investor specifically
        for
        use in such Registration Statement or Prospectus or any other offering
        document.

       

      (b)         
        Indemnification
        by the Investors. 
        Each Investor agrees, severally but not jointly, to indemnify and hold harmless,
        to the fullest extent permitted by law, the Company, its directors, officers,
        employees, stockholders and each Person who controls the Company (within
        the
        meaning of the Securities Act) against any losses, claims, damages, judgments,
        amounts paid in settlement, liabilities and expenses (including, without
        limitation, reasonable attorneys’ fees) resulting from or which arise out of or
        are based upon (i) any untrue statement or alleged untrue statement of a
        material fact or any omission or alleged omission of a material fact required
        to
        be stated in the Registration Statement or Prospectus or preliminary prospectus
        or amendment or supplement thereto or necessary to make the statements therein
        not misleading, to the extent, but only to the extent that such untrue statement
        or omission or alleged statement or omission is contained in any information
        furnished in writing by such Investor to the Company specifically for inclusion
        in such Registration Statement or Prospectus or amendment or supplement thereto,
        and (ii) any inaccuracy in the representations and warranties of the Investor
        contained in this Agreement, and will reimburse the Company and its directors,
        officers, employees, stockholders or controlling Persons for any legal and
        other
        expenses reasonably incurred as such expenses are reasonably incurred by
        such
        Person in connection with investigating, defending, settling, compromising
        or
        paying any such loss, claim, damage, liability, expense or action.  In no
        event shall the liability of an Investor be greater in amount than the dollar
        amount of the proceeds (net of all expenses paid by such Investor in connection
        with any claim relating to this Section 6 and the amount of any damages
        such Investor has otherwise been required to pay by reason of such untrue
        statement or omission or alleged untrue statement or omission) received by
        such
        Investor upon the sale of the Registrable Securities included in the
        Registration Statement giving rise to such indemnification
        obligation. 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (c)          
        Conduct
        of Indemnification Proceedings. 
        Any Person entitled to indemnification hereunder shall (i) give prompt
        notice to the indemnifying party of any claim with respect to which it seeks
        indemnification and (ii) permit such indemnifying party to assume the
        defense of such claim with counsel reasonably satisfactory to the indemnified
        party; provided
        that any
        Person entitled to indemnification hereunder shall have the right to employ
        separate counsel and to participate in the defense of such claim, but the
        fees
        and expenses of such counsel shall be at the expense of such Person unless
        (a) the indemnifying party has agreed to pay such fees or expenses, or
        (b) the indemnifying party shall have failed to assume the defense of such
        claim within five (5) Business Days after written notice thereof and employ
        counsel reasonably satisfactory to such Person or (c) in the reasonable
        judgment of any such Person, considering the advice of counsel, a conflict
        of
        interest exists between such Person and the indemnifying party with respect
        to
        such claims (in which case, if the Person notifies the indemnifying party
        in
        writing that such Person elects to employ separate counsel at the expense
        of the
        indemnifying party, the indemnifying party shall not have the right to assume
        the defense of such claim on behalf of such Person); and provided,
        further,
        that
        the failure of any indemnified party to give notice as provided herein shall
        not
        relieve the indemnifying party of its obligations hereunder, except to the
        extent that such failure to give notice shall materially adversely affect
        the
        indemnifying party in the defense of any such claim or litigation.  It is
        understood that the indemnifying party shall not, in connection with any
        proceeding in the same jurisdiction, be liable for fees or expenses of more
        than
        one additional firm of attorneys at any time for all such indemnified
        parties.  No indemnifying party will, except with the consent of the
        indemnified party, consent to entry of any judgment or enter into any settlement
        that does not include as an unconditional term thereof the giving by the
        claimant or plaintiff to such indemnified party of a release from all liability
        in respect of such claim or litigation.

       

      (d)         
        Contribution. 
        If for any reason the indemnification provided for in the preceding paragraphs
        (a) and (b) is unavailable to an indemnified party or insufficient to
        hold it harmless, other than as expressly specified therein, then the
        indemnifying party shall contribute to the amount paid or payable by the
        indemnified party as a result of such loss, claim, damage or liability in
        such
        proportion as is appropriate to reflect the relative fault of the indemnified
        party and the indemnifying party, as well as any other relevant equitable
        considerations.  No Person guilty of fraudulent misrepresentation within
        the meaning of Section 11(f) of the Securities Act shall be entitled
        to contribution from any Person not guilty of such fraudulent
        misrepresentation.  In no event shall the contribution obligation of an
        Investor be greater in amount than the dollar amount of the proceeds (net
        of all
        expense paid by such Investor in connection with any claim relating to this
        Section 6 and the amount of any damages such Investor has otherwise been
        required to pay by reason of such untrue statement or omission or alleged
        untrue
        statement or omission) received by such Investor upon the sale of the
        Registrable Securities included in the Registration Statement giving rise
        to
        such contribution obligation.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      7.            
        Miscellaneous.

       

      (a)          
        Amendments
        and Waivers. 
        This Agreement may be amended only by a writing signed by the Company and
        the
        Required Investors, provided that any such amendment shall not
        disproportionately affect the rights of any Investor, relative to all other
        Investors, without the consent of such Investor.  The Company may take any
        action herein prohibited, or omit to perform any act herein required to be
        performed by it, only if the Company shall have obtained the written consent
        to
        such amendment, action or omission to act, of the Required
        Investors.

       

      (b)         
        Notices. 
        All notices and other communications provided for or permitted hereunder
        shall
        be made as set forth in Section 9.4 of the Purchase Agreement.

       

      (c)          
        Assignments
        and Transfers by Investors. 
        The provisions of this Agreement shall be binding upon and inure to the benefit
        of the Investors and their respective successors and assigns.  An Investor
        may transfer or assign, in whole or from time to time in part, to one or
        more
        Persons its rights hereunder in connection with the transfer of Registrable
        Securities by such Investor to such Person, provided
        that
        such Investor complies with all laws applicable thereto and provides written
        notice of assignment to the Company promptly after such assignment is
        effected.

       

      (d)         
        Assignments
        and Transfers by the Company. 
        This Agreement may not be assigned by the Company (whether by operation of
        law
        or otherwise) without the prior written consent of the Required Investors,
        provided,
        however,
        that
        the Company may assign its rights and delegate its duties hereunder to any
        surviving or successor corporation in connection with a merger or consolidation
        of the Company with another corporation, or a sale, transfer or other
        disposition of all or substantially all of the Company’s assets to another
        corporation, without the prior written consent of the Required Investors,
        after
        notice duly given by the Company to each Investor.

       

      (e)          
        Benefits
        of the Agreement. 
        The terms and conditions of this Agreement shall inure to the benefit of
        and be
        binding upon the respective permitted successors and assigns of the
        parties.  Nothing in this Agreement, express or implied, is intended to
        confer upon any party other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement, except as expressly provided in this
        Agreement.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (f)          
        Counterparts;
        Faxes. 
        This Agreement may be executed in two or more counterparts, each of which
        shall
        be deemed an original, but all of which together shall constitute one and
        the
        same instrument.  This Agreement may also be executed via facsimile, which
        shall be deemed an original.

       

      (g)         
        Titles
        and Subtitles. 
        The titles and subtitles used in this Agreement are used for convenience
        only
        and are not to be considered in construing or interpreting this
        Agreement.

       

      (h)         
        Severability. 
        Any provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction.  To the
        extent permitted by applicable law, the parties hereby waive any provision
        of
        law which renders any provisions hereof prohibited or unenforceable in any
        respect. 

       

      (i)           
        Further
        Assurances. 
        The parties shall execute and deliver all such further instruments and documents
        and take all such other actions as may reasonably be required to carry out
        the
        transactions contemplated hereby and to evidence the fulfillment of the
        agreements herein contained.

       

      (j)           
        No
        Additional Registration Rights.
        The
        Company shall not, without first obtaining the written consent of the Investors
        who are the holders of more than 50% of the then outstanding Registrable
        Securities, grant registration rights on terms more favorable than the
        registration rights granted pursuant to this Agreement.

      


      (k)           
        Entire
        Agreement. 
        This Agreement, together with the Purchase Agreement (including the schedules
        thereto), is intended by the parties as a final expression of their agreement
        and intended to be a complete and exclusive statement of the agreement and
        understanding of the parties hereto in respect of the subject matter contained
        herein.  This Agreement supersedes all prior agreements and understandings
        between the parties with respect to such subject matter.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (l)          
        Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial. 
        This Agreement shall be governed by, and construed in accordance with, the
        internal laws of the State of Delaware without regard to the choice of law
        principles thereof.  Each of the parties hereto irrevocably submits to the
        exclusive jurisdiction of the courts of the State of New York located in
        the
        Borough of Manhattan, New York City and the United States District Court
        for the
        Southern District of New York for the purpose of any suit, action, proceeding
        or
        judgment relating to or arising out of this Agreement and the transactions
        contemplated hereby.  Service of process in connection with any such suit,
        action or proceeding may be served on each party hereto anywhere in the world
        by
        the same methods as are specified for the giving of notices under this
        Agreement.  Each of the parties hereto irrevocably consents to the
        jurisdiction of any such court in any such suit, action or proceeding and
        to the
        laying of venue in such court.  Each party hereto irrevocably waives any
        objection to the laying of venue of any such suit, action or proceeding brought
        in such courts and irrevocably waives any claim that any such suit, action
        or
        proceeding brought in any such court has been brought in an inconvenient
        forum.
 EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

       

      [Signature
        Page Follows]

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first above written.

       

       

      
        	
                The
                  Company:

              	
                SYNUTRA
                  INTERNATIONAL, INC.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Name:

              	 
	
                 

              	
                Title:

              	 


      

       

      


      


      
        	
                The
                  Investor:

              	
                WARBURG
                  PINCUS PRIVATE EQUITY IX, L.P.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Name:

              	 
	
                 

              	
                Title:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
        B

       

      Voting
        and Co-Sale Agreement

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      VOTING
        AND CO-SALE AGREEMENT

       

      This
        VOTING
        AND CO-SALE AGREEMENT
        (this
“Agreement”)
        is
        made as of May ___, 2007 by and among Synutra International, Inc., a Delaware
        corporation (the “Company”),
        Beams
        Power Investment Limited, a corporation organized under the laws of the British
        Virgin Islands (the “Significant
        Stockholder”)
        and
        Warburg Pincus Private Equity IX, L.P. (the “Investor”).

       

      Recitals

       

      A. The
        Investor has entered into a Common Stock Purchase Agreement (the “Stock
        Purchase Agreement”)
        with
        the Company, pursuant to which the Investor is making an equity contribution
        to
        the Company. Capitalized terms used, but not otherwise defined, herein shall
        have the meaning ascribed to such terms in the Stock Purchase Agreement.
        

       

      B. Pursuant
        to the terms and subject to the conditions set forth in Section 7.6 of the
        Stock
        Purchase Agreement, the Company has granted to the Investor the right to
        designate one (1) person for election to the Board of Directors of the Company
        (the “Board”),
        and
        the Investor seeks reasonable assurance that such designee will be appointed
        and
        elected to the Board as and when designated by the Investors in accordance
        with
        Section 7.6 of the Stock Purchase Agreement and the terms and conditions
        set
        forth herein.

       

      C. The
        Significant Stockholder owns and has voting power over a substantial portion
        of
        the Common Stock, par value $0.0001 per share, (the “Shares”)
        of the
        Company.

       

      D. The
        parties desire to enter into this Agreement to (1) set forth the terms and
        conditions pursuant to which the Investor may cause the Company to propose
        a
        certain designee for election to the Board at each annual stockholder meeting,
        and by which the Significant Stockholder shall vote its Shares in favor of
        such
        designee and (2) agree to certain co-sale rights with respect to transfers
        of
        the Shares of the Significant Stockholder.

       

      Agreement

       

      In
        consideration of the mutual promises made herein and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:

       

      1.  Election
        of Directors and Board Representation.
        

       

      (a)  Right
        to Nominate.
        Pursuant to Section 7.6 of the Stock Purchase Agreement, from and after the
        closing of the transactions contemplated by the Stock Purchase Agreement
        (the
“Closing”),
        for
        so long as the Investor (alone or together with its Affiliates) beneficially
        owns (as determined under Rule 13d-3 of the Securities Exchange Act of 1934,
        as
        amended, and the rules and regulations promulgated thereunder (the “Exchange
        Act”)) at least 50% of the Shares acquired by the Investor at the Closing, among
        other things: (i) the Investor, together with its Permitted Transferees,
        shall
        have the right to designate a person (the “Investor
        Designee”)
        to
        serve as a director on the Board, and the Company shall nominate and use
        its
        best efforts to have the Investor Designee elected to the Board; (ii) for
        so
        long as such membership does not conflict with any applicable law or regulation
        or listing requirement of the Nasdaq Stock Market, Inc., the Investor Designee
        shall be entitled to serve as a member of each of the committees of the Board,
        except for any committee formed to consider a transaction between the Company
        and the Investor (or any of its Affiliates); (iii) any vacancy in the position
        of an Investor Designee shall only be filled with another designee designated
        by
        the Investor or its Permitted Transferees in accordance with the terms of
        Section 7.6 of the Stock Purchase Agreement; and (iv) any vacancy created
        by any
        removal of an Investor Designee shall also only be filled at the direction
        of
        the Investor or its Permitted Transferees. The Company’s proxy statement for the
        election of directors shall include the Investor Designee and the recommendation
        of the Board in favor of election of the Investor Designee. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (b)  Agreement
        to Vote.
        

       

      (i) The
        Significant Stockholder agrees to vote and act with respect to all of its
        Shares
        owned beneficially as of the record date in respect of any such meeting so
        as to
        elect the Investor Designee. 

       

      (ii) The
        Significant Stockholder agrees to appear in person or by proxy at any annual
        or
        special meeting of stockholders for the purpose of obtaining a quorum and
        shall
        vote its Shares, either in person or by proxy, at any annual or special meeting
        of stockholders of the Company called for the purpose of voting on the election
        of directors or by consensual action of stockholders with respect to the
        election of directors, in favor of the election of the Investor Designee.
        In
        addition, the Significant Stockholder agrees to appear in person or proxy
        at any
        annual or special meeting of stockholders for the purpose of obtaining a
        quorum
        and agrees to vote its Shares entitled to vote upon any other matter submitted
        to a vote of the stockholders of the Company in a manner so as to be consistent
        and not in conflict with, and to implement, the terms of this Agreement;
        provided,
        however,
        that
        nothing herein shall obligate the Significant Stockholder to vote its Shares
        in
        favor of any proposal, resolution or other proposed stockholder action endorsed
        by the Investor Designee.

       

      (iii) For
        purposes of this Agreement, “Permitted
        Transferees”
shall
        mean any Affiliate (as defined below) of the Investor who receives Shares
        by way
        of purchase, transfer or assignment from the Investor. For purposes of this
        Agreement, “Affiliate” means, with respect to any Person, any other Person which
        directly or indirectly through one or more intermediaries controls, is
        controlled by, or is under common control with, such Person.

       

      (c)  Certain
        Resignations or Removals.
        In the
        event that the Investor and its Permitted Transferees no longer wish for
        an
        Investor Designee to serve on the Board, the Investor and its Permitted
        Transferees shall have the right to request the resignation or removal of
        the
        Investor Designee. In either case, if such director shall fail to resign,
        to the
        extent a meeting of stockholders is called for the purpose of removing such
        director, or the stockholders act by written consent for such purpose, the
        Significant Stockholder shall vote all of its Shares entitled to vote at
        such
        meeting or pursuant to such consents, as the case may be, in favor of such
        removal.

       

      (d)  Filling
        Vacancies.
        In the
        event of the death, disability, legal incapacity, resignation or removal
        of any
        Investor Designee, to the extent a stockholder meeting is called for the
        purpose
        (among other purposes) of electing a director to fill the vacancy created
        by
        such death, disability, legal incapacity, resignation or removal, or the
        stockholders act by written consent for such purpose, the Significant
        Stockholder shall vote all of its Shares entitled to vote in favor of the
        election of a replacement director designated in accordance with Section
        1(a)
        above. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (e)  No
        Conflicting Agreements.
        The
        Significant Stockholder agrees not to enter into any agreement or arrangement
        of
        any kind with any person with respect to their Shares which would prohibit
        the
        Significant Stockholder from voting the Shares it may own from time to time
        as
        provided herein. 

       

      (f)  Certain
        Representations and Warranties.
        The
        Significant Stockholder represents and warrants to the Investor that the
        Significant Stockholder (i) is the beneficial owner of that number of Shares
        set
        forth opposite the Significant Stockholder’s name on the signature pages hereto,
        (ii) has obtained all applicable governmental licenses, registrations,
        authorizations, consents and approvals in connection with their direct or
        indirect ownership of such Shares and have delivered all applicable notices
        to
        governmental authorities in connection therewith, and (iii) has the unrestricted
        and unqualified right to vote such Shares. The Significant Stockholder further
        represents and warrants to the Investor that (x) it has not, prior to or
        on the
        date of this Agreement, executed or delivered any proxy or entered into any
        other agreement which would prevent it from voting such Shares as provided
        herein, and (y) it has full power, authority and capacity to execute and
        deliver
        and perform this Agreement on its own behalf, which Agreement has been duly
        executed and delivered by, and evidences the valid and binding obligation
        of the
        Significant Stockholder enforceable in accordance with its terms. 

       

      (g)  Termination.
        The
        parties’ respective rights and obligations pursuant to this Section 1 shall
        terminate: (i) by mutual agreement in writing signed by each of the parties
        hereto or (ii) immediately upon written notice of termination by the Investor
        to
        the Company and the Significant Stockholder. 

       

      2. Right
        of Co-Sale.

       

      (a)  If
        the
        Significant Stockholder proposes to transfer, sell or assign in a Covered
        Transaction (as defined in Section 2(e)(i) below) (a “Transfer”)
        Shares
        (such Shares proposed to be transferred, sold or assigned, the “Offered
        Shares”)
        to any
        person or persons, the Significant Stockholder shall notify each of the
        Qualified Stockholders (as defined in Section 2(e)(ii) below) in writing
        (the
“Transfer
        Notice”)
        of
        such proposed Transfer and its terms and conditions at least twenty (20)
        days
        prior to such transfer. Such Qualified Stockholders may elect to participate
        in
        the proposed Transfer by delivering written notice to the Significant
        Stockholder within fifteen (15) days of the date of receipt of such Transfer
        Notice stating the number of Shares that such Qualified Stockholder desires
        to
        sell.

       

      (b)  Each
        Qualified Stockholder who has elected to participate in the proposed Transfer
        shall have the right (the “Right
        of Co-Sale”)
        to
        sell to the proposed transferee(s), as a condition to such Transfer by the
        Significant Stockholder, at the same price per Share and on the same terms
        and
        conditions as are specified in the Transfer Notice and as are applicable
        to the
        Significant Stockholder’s Shares proposed to be Transferred, up to a number of
        Shares (its “Pro
        Rata Share”)
        equal
        to the product of (i) the number of Offered Shares times (ii) the quotient
        obtained by dividing (A) the number of Shares (on a fully-diluted basis)
        then
        owned by such Qualified Stockholder, by (B) the number of Shares (on a
        fully-diluted basis) owned by all Qualified Stockholders who have elected
        to
        participate in the proposed Transfer and the Significant Stockholder, as
        of
        immediately prior to the Transfer of the Offered Stock to the proposed
        transferee(s). The Significant Stockholder will be entitled to sell in the
        proposed Transfer the balance of the Offered Stock proposed to be so sold.
        If
        any Qualified Stockholders elect to participate in such Transfer, the
        Significant Stockholder shall use its best efforts to obtain the agreement
        of
        the prospective transferee(s) to the participation of such Qualified
        Stockholders in any proposed Transfer and shall not Transfer any Shares to
        such
        prospective transferee(s) unless such prospective transferee(s) allow(s)
        the
        participation of such Qualified Stockholders on the terms specified in the
        Transfer Notice. Any Qualified Stockholder electing to participate in such
        proposed Transfer shall execute and deliver a definitive purchase agreement
        with
        the proposed transferee in the form executed by the Significant Stockholder.
        Subject to the foregoing, the Significant Stockholder may, within forty five
        (45) days after the expiration of the 15-day period referred to above (provided
        that such time period may be extended by the number of days required to obtain
        any necessary regulatory approvals for the Transfer, but not to exceed one
        hundred (100) days in total), transfer the Offered Shares (reduced by the
        number
        of Shares with respect to which the Qualified Stockholders have elected to
        participate, if any) to the transferee(s) identified in the Transfer Notice
        at a
        price and on terms no more favorable to the Significant Stockholder than
        specified in the Transfer Notice. However, if such Transfer is not consummated
        within such 45-day, or extended period, the Significant Stockholder shall
        not
        Transfer any Shares as have not been purchased within such period without
        again
        complying with all of the provisions of this Section 2(b). Notwithstanding
        the
        foregoing and irrespective of whether a Transfer Notice has been delivered
        to
        the Qualified Stockholders, the Significant Stockholder shall have no obligation
        to consummate a proposed Transfer, it being understood that any such decision
        shall be made by the Significant Stockholder in its sole discretion, subject
        to
        the Qualified Stockholders’ right to participate in any Transfer the Significant
        Stockholder elects to consummate, to the extent provided herein. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c)  Any
        attempt by the Significant Stockholder to Transfer Shares in violation of
        this
        Section 2 shall be void ab
        initio
        and the
        Company agrees that it will not (i) effect such a Transfer and will not treat
        any alleged transferee as the holder of the Shares purported to be Transferred
        by the Significant Stockholder, or (ii) treat as owner of such Shares, or
        accord
        the right to vote or receive dividends with respect to such Shares, to any
        such
        transferee, without the unanimous written consent of the Qualified Stockholders.
        

       

      (d)  Notwithstanding
        2(c), if the Significant Stockholder Transfers any Shares in contravention
        of
        this Section 2 (a “Prohibited
        Transfer”),
        or if
        the Company has effected such Transfer and is treating the transferee as
        a
        stockholder, each Qualified Stockholder may, if it delivers a Put Notice
        as
        provided below, require the Significant Stockholder to purchase from such
        Qualified Stockholder, for cash or such other consideration as the Significant
        Stockholder received in the Prohibited Transfer, that number of Shares having
        a
        purchase price equal to the aggregate purchase price such Qualified Stockholder
        would have received in the closing of such Prohibited Transfer if such Qualified
        Stockholder had exercised and been able to consummate such Qualified
        Stockholder’s Right of Co-Sale with respect thereto (the Qualified Stockholder’s
“Put
        Right”).
        A
        Qualified Stockholder may exercise its Put Right by delivery of written notice
        to the Significant Stockholder and the Company (a “Put
        Notice”)
        within
        the earlier of (i) ten (10) days after such Qualified Stockholder becomes
        aware
        of the Prohibited Transfer or (ii) twenty four (24) months after the Prohibited
        Transfer. The closing of such sale to the Significant Stockholder under such
        Qualified Stockholder’s Put Right will occur within seven (7) days after the
        date of such Qualified Stockholder’s Put Notice.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (e)  Certain
        Defined Terms.

       

      
        
          	
                	(i)	
                  “Covered
                    Transaction”
                    means any Transfer or series of Transfers constituting an integrated
                    transaction by the Significant Stockholder of 1,500,000 or more
                    of its
                    Shares; provided,
                    however,
                    that a Covered Transaction shall not include (A) any sale effected
                    pursuant to an effective registration statement under the Securities
                    Act
                    of 1933, as amended (the “Securities
                    Act”)
                    or Rule 144 under the Securities Act; (B) any Transfer to an
                    Affiliate,
                    provided that such Affiliate transferee shall agree in writing
                    to be
                    subject to the terms of this Agreement, and such written agreement,
                    which
                    shall identify the effective date of the purported transfer,
                    shall be
                    provided to the Investor and the Company, (C) any Transfer by
                    merger or
                    consolidation in a transaction approved by the Company’s stockholders at a
                    duly convened stockholders meeting of which all Qualified Stockholders
                    were given proper notice, or (D) Transfers of Shares as (1) a
                    bona fide
                    gift or gifts, or (2) to any trust for the benefit of the Significant
                    Stockholder’s immediate family (if applicable), provided, that (x) each
                    transferee under the preceding clauses (1) and (2) shall agree
                    in writing
                    to be subject to the terms of this Agreement, and such written
                    agreement,
                    which shall identify the effective date of the purported transfer,
                    shall
                    be provided to the Investor and the Company, and (y) such Transfer
                    is not
                    required to be reported, and the undersigned does not otherwise
                    voluntarily report such Transfer, in any public report with the
                    Securities
                    and Exchange Commission under Section 16(a) of the Securities
                    Exchange Act
                    of 1934, as amended, reporting a reduction in beneficial ownership
                    of
                    Shares as a result of such Transfer.


                


        

      

       

      
        	
              	(ii)	
                “Qualified
                  Stockholder”
                  shall mean the Investor and its Permitted
                  Transferees.

              


      

       

      (f)  The
        Rights of Co-Sale provided under this Section 2 shall terminate on the third
        anniversary of the date hereof. 

       

      3. Miscellaneous.

       

      (a)  Successors
        and Assigns.
        This
        Agreement may not be assigned by a party hereto without the prior written
        consent of the other parties hereto, provided, however, that the Investor
        may
        assign its rights and delegate its duties hereunder in whole or in part to
        an
        Affiliate acquiring some or all of its Shares after notice duly given by
        the
        Investor to the Company. The provisions of this Agreement shall inure to
        the
        benefit of and be binding upon the respective permitted successors and assigns
        of the parties. Nothing in this Agreement, express or implied, is intended
        to
        confer upon any party other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement, except as expressly provided in this
        Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (b)  Counterparts;
        Faxes.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed via facsimile, which shall
        be
        deemed an original.

       

      (c)  Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      (d)  Notices.
        Any
        notice required or permitted by this Agreement shall be in writing and shall
        be
        deemed sufficient on the date of receipt, when delivered personally or by
        overnight courier or sent by telegram or fax, or sent as certified or registered
        mail, with postage prepaid, and addressed to the party to be notified at
        such
        party’s address or fax number as set forth on the signature page, or as
        subsequently modified by written notice.

       

      (e)  Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company
        and the Investor. Any amendment or waiver affected in accordance with this
        paragraph shall be binding upon the parties hereto and any permitted successors
        and assigns.

       

      (f)  Additional
        Shares.
        In the
        event that subsequent to the date of this Agreement, any Shares or other
        securities are issued on, or in exchange for, and of the Significant
        Stockholder’s Shares by reason of any stock dividend, stock split, combination
        of shares, reclassification or the like, such shares or securities shall
        be
        deemed to be held by the Significant Stockholder for purposes of this Agreement.
        

       

      (g)  Specific
        Performance.
        The
        parties hereto hereby declare that it is impossible to measure in money the
        damages which will accrue to a party hereto by reason of the failure of any
        party to perform any of its obligations under this Agreement. Therefore,
        the
        parties hereto shall have the right to specific performance of such obligations,
        and if any party hereto shall institute any action or proceeding to enforce
        the
        provisions hereof, each of the parties hereby waives the claim or defense
        that
        the party instituting such action or proceeding has an adequate remedy at
        law.

       

      (h)  Further
        Action.
        If and
        whenever the Shares held by the Significant Stockholder are sold, the
        Significant Stockholder shall do all things and execute all documents and
        make
        all transfers, and use its best efforts to cause any transferee to do all
        things
        and execute and deliver all documents, as may be necessary to consummate
        such
        sale consistent with this Agreement. 

       

      (i)  Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by applicable law, the parties hereby waive any provision of law
        which
        renders any provision hereof prohibited or unenforceable in any
        respect.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (j)  Entire
        Agreement.
        This
        Agreement, including the Stock Purchase Agreement, the Disclosure Schedule
        thereto and the other agreements referenced in the Stock Purchase Agreement,
        constitute the entire agreement among the parties hereof with respect to
        the
        subject matter hereof and thereof and supersede all prior agreements and
        understandings, both oral and written, between the parties with respect to
        the
        subject matter hereof and thereof.

       

      (k)  Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of Delaware without regard to the choice of law principles
        thereof. Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of Delaware located in Wilmington,
        Delaware and the United States District Court for the District of Delaware
        for
        the purpose of any suit, action, proceeding or judgment relating to or arising
        out of this Agreement and the transactions contemplated hereby. Service of
        process in connection with any such suit, action or proceeding may be served
        on
        each party hereto anywhere in the world by the same methods as are specified
        for
        the giving of notices under this Agreement. Each of the parties hereto
        irrevocably consents to the jurisdiction of any such court in any such suit,
        action or proceeding and to the laying of venue in such court. Each party
        hereto
        irrevocably waives any objection to the laying of venue of any such suit,
        action
        or proceeding brought in such courts and irrevocably waives any claim that
        any
        such suit, action or proceeding brought in any such court has been brought
        in an
        inconvenient forum. EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

       

      (Signature
        page follows)

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       


      IN
        WITNESS WHEREOF, the parties have executed this Co-Sale and Voting Agreement
        as
        of the date first above written. 

       

      
         

        
          	
                  The
                    Company:

                	
                  SYNUTRA
                    INTERNATIONAL, INC.

                
	
                  Address:

                	 	
                  By:

                	 
	 	 	
                  Name:
                    

                	 
	 	 	
                  Title:

                	 


        

         

        
           

          
            	
                    
                      The
                        Investor: 

                    

                  	
                    
                      WARBURG
                        PINCUS PRIVATE EQUITY IX, L.P.

                    

                  
	
                    Address:

                  	 	
                    By:

                  	 
	 	 	
                    Name:
                      

                  	 
	 	 	
                    Title:

                  	 


          

           

          
             

            
              	
                      The
                        Significant Stockholders:

                    	
                      
                        BEAMS
                          POWER INVESTMENT LIMITED

                      

                    
	
                      Address:

                    	 	
                      By:

                    	 
	 	 	
                      Name:
                        

                    	 
	 	 	
                      Title:

                    	 
	 	 	Number
                      of
                      Shares Beneficially Owned: ____________


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

       

       

      Exhibit
        C

       

      Opinion
        from O’Melveny & Myers LLP

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Warburg
        Pincus Private Equity IX, L.P.

      c/o
        Warburg Pincus LLC

      466
        Lexington Avenue

      New
        York,
        NY 10017

      Attention:
        Arenare Scott

      Fax:
        212.922.0933

      


       

      Re: Synutra
        International, Inc.; Offering of Common Stock  

      


      Ladies
        and Gentlemen:

       

      We
        have
        acted as special counsel to Synutra International, Inc., a Delaware corporation
        (the “Company”),
        in
        connection with the consummation, as of May 24, 2007 (the “Closing”),
        of
        the sale of 4,000,000 shares of Common Stock of the Company, $0.0001 par
        value
        per share (the “Shares”)
        in
        accordance with each of (a) the Common Stock Purchase Agreement dated as
        of May
        24, 2007, by and between you and the Company (the “Purchase
        Agreement”),
        (b)
the
        Registration Rights Agreement dated as of May ___, 2007, between you and
        the
        Company (the “Registration
        Rights Agreement”),
        (c)
        the Voting and Co-Sale Agreement dated as of May __, 2007, by and among you,
        the
        Company and Beams Power Investment Limited, a company organized under the
        laws
        of the British Virgin Islands (the “Voting
        and Co-Sale Agreement”)
        and
        together with the Purchase Agreement, the “Transaction
        Documents”).
        We are
        providing this opinion to you at the request of the Company and pursuant
        to
        Section 6.1(h) of the Purchase Agreement. Except as otherwise indicated,
        capitalized terms used in this opinion and defined in the Purchase Agreement
        will have the meanings given in the Purchase Agreement.

       

      In
        our
        capacity as such counsel we have examined originals or copies of those corporate
        and other records of the Company we considered appropriate. As to relevant
        factual matters, we have relied upon, among other things, the Company’s factual
        representations in an officer’s certificate (the “Officer’s
        Certificate”)
        of
        even date herewith, a copy of which is attached hereto as Exhibit A, and
        in the
        Transaction Documents. 

       

      We
        have
        assumed the genuineness of all signatures, the authenticity of all items
        submitted to us as originals and the conformity with originals of all items
        submitted to us as copies. To the extent the Company’s obligations depend on the
        enforceability of the Transaction Documents against other parties to the
        Transaction Documents, we have assumed that the Transaction Documents are
        enforceable against the other parties to the Transaction Documents.

       

      On
        the
        basis of such examination, our reliance upon the assumptions in this opinion
        and
        our consideration of those questions of law we considered relevant, and subject
        to the limitations and qualifications in this opinion, we are of the opinion
        that:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.  The
        Company and each of its U.S. Subsidiaries has been duly incorporated and
        is
        validly existing as a corporation in good standing under the laws of their
        respective states of incorporation and each has the requisite corporate power
        to
        own, lease and operate its properties and conduct its business as, described
        in
        the SEC Filings.

       

      2.  The
        execution, delivery and performance of the Transaction Documents, and issuance
        (or reservation for issuance) and delivery of the Shares have been duly
        authorized by all necessary corporate action on the part of the Company.
        

       

      3.  The
        Transaction Documents constitute the legally valid and binding obligations
        of
        the Company, enforceable
        against the Company, in accordance with their respective terms, subject to
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
        similar laws of general applicability relating to or affecting creditors’ rights
        generally.

       

      4.  
        The
        shares of Common Stock issued to the Investor under the Purchase Agreement
        have
        been duly authorized by all necessary corporate action on the part of the
        Company and upon delivery and payment as described in the Purchase Agreement,
        will be validly issued, fully paid and non-assessable. 

       

      5.  No
        Person
        is entitled to any preemptive right or right of first refusal with respect
        to
        the Shares pursuant to the Company’s Certificate of Incorporation, Bylaws or the
        Delaware General Corporation Law. 

       

      6.  No
        order,
        consent, permit or approval of any Delaware, New York or U.S. federal
        governmental authority that we have, in the exercise of customary professional
        diligence, recognized as applicable to the Company or to transactions of
        the
        type contemplated by the Transaction Documents is required on the part of
        the
        Company for the execution and delivery of, and performance of its obligations
        under, the Transaction Documents, except for those that have been made or
        obtained which are in full force and effect and post-sale filings pursuant
        to
        the Registration Rights Agreement under applicable state and U.S. federal
        securities laws.

       

      7.  The
        execution, delivery and performance of the Transaction Documents by the Company
        and the issuance and sale of the Shares does not and will not conflict with
        or
        result in a breach or violation of any of the terms or provisions of, or
        constitute a default under (i) the Company’s Certificate of Incorporation or
        Bylaws, (ii) violate the Delaware General Corporation Law or any current
        Delaware, New York or U.S. federal statute, rule or regulation that we have,
        in
        the exercise of customary professional diligence, recognized as applicable
        to
        the Company or transactions of the type contemplated by the Transaction
        Document, or (iii) any material agreements, indentures or contracts of the
        Company identified to us in the Officer’s Certificate.

       

      8.  Assuming
        the investment representations made by the Investor and the Company in the
        Transaction Documents are true and correct, the initial sale of the Shares
        as
        contemplated by the Transaction Documents is exempt from the registration
        requirements of the Securities Act of 1933, as amended.

       

      Our
        opinion in paragraph 3 above as to the enforceability of the Transaction
        Documents is subject to: (i) public policy considerations, statutes or
        court decisions that may limit the rights of a party to obtain indemnification
        against its own gross negligence, willful misconduct or unlawful conduct
        or
        where such indemnification is deemed to be against public policy; (ii) the
        unenforceability under certain circumstances of provisions waiving the right
        to
        a jury trial; and (iii) the unenforceability under certain circumstances of
        choice of law provisions.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Our
        opinion in paragraph 3 is subject to the qualification that certain rights,
        remedies, waivers and other provisions of the Transaction Documents may not
        be
        enforceable, but such unenforceability will not, subject to the other
        exceptions, qualifications and limitations set forth herein, render the
        Transaction Documents invalid as a whole or substantially interfere with
        the
        substantial realization of the principal benefits or security, or both, that
        the
        Transaction Documents purport to provide (except for the economic consequences
        of procedural or other delay).

       

      We
        advise
        you that Section 9.10 of the Purchase Agreement and Section 7(l) of the
        Registration Rights Agreement which provide for exclusive jurisdiction of
        the
        courts of the State of New York and the United States District Court for
        the
        Southern District of New York, may not be binding on the courts in the forum(s)
        selected or excluded. We also advise you Section 3(k) of the Voting and Co-Sale
        Agreement, which provides for exclusive jurisdiction of the courts of the
        State
        of Delaware and the United States District Court for the District of Delaware
        may not be binding on the courts in the forum(s) selected or excluded.


       

      We
        express no opinion as to the effect of subsequent issuances of securities
        of the
        Company to the extent that such issuances may be integrated with the issuance
        of
        the Shares under Section 4(2) of the Securities Act of 1933, as amended, or
        with respect to subsequent sales of the Shares.

       

      For
        purposes of the opinions expressed in paragraphs 6 and 7, we have assumed
        that the Company will not in the future take any discretionary action (including
        a decision not to act) permitted by each of the Transaction Documents that
        would
        cause the performance of the Transaction Documents to violate the Delaware
        General Corporation Law or any Delaware, New York or U.S. federal statute,
        rule
        or regulation or require an order, consent, permit or approval to be obtained
        from a Delaware, New York or U.S. federal governmental authority.

       

      The
        law
        covered by this opinion is limited to the present U.S. federal laws, the
        present
        law of the State of New York and the Delaware General Corporation Law. We
        express no opinion as to the laws of any other jurisdiction and no opinion
        regarding the statutes, administrative decisions, rules, regulations or
        requirements of any county, municipality, subdivision or local authority
        of any
        jurisdiction.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      This
        opinion is furnished by us as special counsel for the Company and may be
        relied
        upon by you only in connection with the Transaction Documents. It may not
        be
        used or relied upon by you for any other purpose or by any other person,
        nor may
        copies be delivered to any other person, without in each instance our prior
        written consent. This opinion is expressly limited to the matters set forth
        above and we render no opinion, whether by implication or otherwise, as to
        any
        other matters. We assume no obligation to update or supplement this opinion
        to
        reflect any facts or circumstances which may hereafter come to our attention,
        or
        any changes in laws which may hereafter occur.

       

       

       

      Respectfully
        submitted,

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


       

      Exhibit
        D

       

      Opinion
        from DeHeng Law Office

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Opinion
        of PRC Counsel to the Company]

       

       

      1.  Each
        Subsidiary of the Company organized under the laws of the PRC (each
“PRC
        Subsidiary”)
        is
        validly existing and in good standing under the laws of the PRC 

       

      2.  Each
        PRC
        Subsidiary of the Company has all requisite power and authority to own, lease
        and operate its properties and conduct its business as, to our knowledge,
        it is
        presently conducted.

       

      3. Each
        PRC
        Subsidiary of the Company is duly qualified and licensed and in good standing
        under the laws of the PRC to the extent its ownership, lease or operation
        of its
        properties or the conduct of its business requires such qualification or
        license. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


       

      Exhibit
        E

       

      Disclosure
        Schedule

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISCLOSURE
        SCHEDULE

      


       

       

      In
        connection with the Common Stock Purchase Agreement dated as of May 24, 2007
        (the "Agreement")
        by and
        between Synutra International, Inc., a Delaware corporation (the “Company”),
        and
        Warburg Pincus Private Equity IX, L.P. (the “Investor”),
        the
        Company hereby delivers this Disclosure Schedule as contemplated under Section
        4
        of the Agreement with respect to the Company’s representations and warranties
        (“Warranties”)
        given
        in the Agreement.

       

       

      The
        section numbers in this Disclosure Schedule correspond to the section numbers
        in
        the Agreement; provided, however, that any information disclosed herein under
        any section number shall be deemed to be disclosed and incorporated in any
        other
        section of the Agreement where it is reasonably apparent on the face of such
        disclosure that it would be applicable, and neither this Disclosure Schedule
        nor
        any such disclosure shall have the effect of, or be construed as, adding
        to or
        extending the scope of any of the Warranties. The Warranties are given subject
        to all facts and matters disclosed in this Disclosure Schedule and the Investors
        shall have no claim in respect of any of the Warranties in relation to any
        such
        fact or matter.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.1(b)

       

      SUBSIDIARIES
        OF THE COMPANY

       

      


      
        	
                No

              	 	
                Name
                  of the Subsidiaries

              	 	
                Place
                  of Incorporation

              	 	
                Shareholder
                  Structure 

              
	
                1.

              	 	
                Synutra,
                  Inc. 

              	 	
                Illinois,
                  U.S.A.

              	 	
                100%
                  owned by Synutra International, Inc.

              
	 	 	 	 	 	 	 
	
                2.

              	 	
                Hunan
                  Synutra Dairy Co., Ltd.1 

              	 	
                PRC

              	 	
                70%
                  owned by Qingdao ST George Dairy Co., Ltd; 30% owned by Synutra
                  International, Inc. 

              
	 	 	 	 	 	 	 
	
                3.

              	 	
                Inner
                  Mongolia Sheng Yuan Food Co., Ltd. 

              	 	
                PRC

              	 	
                100%
                  owned by Synutra International, Inc.

              
	 	 	 	 	 	 	 
	
                4.

              	 	
                Mei
                  Tai Technology (Qingdao) Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra International, Inc. 

              
	 	 	 	 	 	 	 
	
                5.

              	 	
                Qingdao
                  ST George Dairy Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra, Inc. 

              
	 	 	 	 	 	 	 
	
                6.

              	 	
                Qingdao
                  Sheng Yuan Dairy Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 	 	 	 
	
                7.

              	 	
                Luobei
                  Sheng Yuan Dairy Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 	 	 	 
	
                8.

              	 	
                Beian
                  Yi Pin Dairy Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 	 	 	 
	
                9.

              	 	
                Zhangjiakou
                  Sheng Yuan Dairy Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 	 	 	 
	
                10.

              	 	
                Inner
                  Mongolia Meng Yuan Food Co., Ltd.

              	 	
                PRC

              	 	
                100%
                  owned by Zhangjiakou Sheng Yuan Dairy Co.,
                  Ltd.

              


      

       

        
          

        

      

      1
        Hunan
        Synutra Dairy Co., Ltd. was established on February 6, 2007 and is now in
        the
        process of liquidation. Its registered capital has never been injected.


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.3

       

      CAPITALIZATION

       

      A.
        Share Capital 

      


      	(a)  	
              The
                authorized capital stock of the Company consists of 252,000,000 shares
                of
                Common Stock and 20,000,000 shares of Preferred
                Stock.

            


      


      	(b)  	
              The
                issued and outstanding shares of capital stock of the Company are
                50,000,713 shares of Common Stock.

            


      


      	(c)  	
              In
                connection with the share exchange in July 2005, 10,000,000 shares
                of
                Common Stock were issued to Strong Gold Finance Ltd. to be held for
                the
                benefit of 1,426 employees including Mr. Liang Zhang. Subsequently,
                about
                2,345,900 shares were transferred to employees (held under Legent
                Clearing
                LLC’s name) and 7,654,100 shares were transferred to Mr. Zhang.
                

            


      


      	(d)  	
              400,000
                shares of Common Stock are reserved for issuance upon exercise of
                certain
                warrants (the “Warrants”) pursuant to that certain Warrant Agreement dated
                as of April 19, 2007 (the “Warrant Agreement”), by and among the Company,
                the Bank of New York as warrant agent and ABN
                AMRO BANK N.V., Hong Kong Branch
                as
                initial holder, subject to amendment provided therein. The Warrant
                Agreement contains anti-dilution provisions, pursuant to which the
                exercise price of the Warrants and the number of shares issuable
                upon
                exercise of the Warrants shall be adjusted if the Company issues
                shares of
                Common Stock for a consideration per share less than the Fair Value
                (as
                defined therein) per share on the date the Company fixes the offering
                price of such additional shares.

            


       

      B.
        Registration Rights

      


      	(a)  	
              Pursuant
                to a Registration Rights Agreement dated as of April 19, 2007 (the
                “Registration Agreement”), between the Company and ABN AMRO BANK N.V.,
                Hong Kong Branch, the Company has granted to ABN AMRO BANK N.V.,
                Hong Kong
                Branch piggyback and demand registration rights with respect to the
                shares
                of the Company’s Common Stock issuable upon exercise of the Warrants under
                the conditions set forth in the Registration Agreement. The Company
                is
                prohibited from granting registration rights to a third party which
                are on
                parity with or superior to the rights granted under the Registration
                Agreement.

            


      


      	(b)  	
              Pursuant
                to a Share Exchange Agreement dated as of June 14, 2005 by and among
                the
                Company, Thomas Braun, Beams Power Investment Limited, Strong Gold
                Finance
                Ltd and Synutra, Inc., within thirty days after the Company has filed
                required financial statements pursuant to Form 8−K, the Company shall
                file, at its expense, with the U.S. Securities and Exchange Commission
                a
                registration statement covering the resale of Common Stock owned
                by
                Financial Consultant (as defined therein), Westpark Capital and their
                designees, the resale of which will be subject to (i) a leakage agreement
                reasonably acceptable to the Company, and (ii) the selling shareholders
                depositing the Common Shares in a brokerage account with Westpark
                Capital.

            


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      C.
        Anti-takeover Provisions

      


      The
        Company’s Certificate of Incorporation contains certain “blank check” preferred
        stock provisions pursuant to which the Company can issue up to 20,000,000
        shares
        of Preferred Stock with rights and preferences determined by the Company’s Board
        of Directors, without stockholders’ approval.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      CORPORATE
        CHART OF THE COMPANY

      


       

        

       

       

      *
        Hunan
        Synutra is now in the process of liquidation. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      Schedule
        4.9

      MATERIAL
        CHANGE SINCE DECEMBER 31, 2006

       

      


      	1.  	
              On
                January 27, 2007, the Company’s Board of Directors established the
                Nominating Committee, adopted the Nominating Committee Charter and
                appointed members of the committee.

            


      


      	2.  	
              On
                March 8, 2007, Qingdao St. George Dairy Co., Ltd. entered into a
                loan
                agreement with China Merchant Bank Qingdao City Economy and Development
                Zone Branch in which the bank extended a one-year loan of RMB20,000,000
                to
                Qingdao St. George Diary Co., Ltd. Beijing Honnete Diary Co., Ltd.
                and
                Qingdao Sheng Yuan Diary Co., Ltd. provided guarantees for the
                loan.

            


      


      	3.  	
              On
                March 15, 2007, Qingdao St. George Dairy Co., Ltd. entered into a
                loan
                agreement with China Construction Bank Qingdao City Economy and
                Development Zone Branch in which the bank extended a one-year loan
                of
                RMB10,000,000 to Qingdao St. George Dairy Co., Ltd. Zhangjiakou Sheng
                Yuan
                Dairy Co., Ltd. provided guarantees for the loan.
                

            


      


      	4.  	
              On
                March 29, 2007, Zhangjiakou Sheng Yuan Dairy Co., Ltd. entered into
                a loan
                agreement with the Agricultural Development Bank of China Zhangbei
                Branch
                in which the bank extended a one-year loan of RMB24,000,000 to Zhangjiakou
                Sheng Yuan Dairy Co., Ltd. Zhangjiakou Sheng Yuan Dairy Co., Ltd.
                mortgaged certain land use rights, buildings and equipment and pledged
                fixed deposits in an amount equal to 5% of the principal (RMB1,200,000)
                for the loan. Qingdao St. George Dairy Co., Ltd. provided guarantees
                for
                the loan. 

            


      


      	5.  	
              On
                April 19, 2007, the Company entered into certain Loan Agreement,
                Collateral Agreement, USD
                Facility Side Letter Agreement, Warrant
                Agreement and Registration Rights Agreement with ABN AMRO Bank N.V.,
                Hong
                Kong Branch and certain other parties thereto; see the Current Report
                on
                Form 8-K (Items 1.01, 2.03, 3.02, and 9.01) filed by the Company
                with the
                Security Exchange Commission dated April 24,
                2007.

            


      


      	6.  	
              On
                April 30, 2007, Zhangjiakou Sheng Yuan Dairy Co., Ltd. entered into
                a loan
                agreement with the Agricultural Development Bank of China Zhangbei
                Branch
                in which the bank extended a one-year loan of RMB21,000,000 to Zhangjiakou
                Sheng Yuan Dairy Co., Ltd. Zhangjiakou Sheng Yuan Dairy Co., Ltd.
                pledged
                fixed deposits in an amount equal to 5% of the principal (RMB1,050,000)
                for the loan. Qingdao St. George Dairy Co., Ltd. provided guarantees
                for
                the loan.

            


      


      	7.  	
              The
                Company plans to sell Beian Yi Pin Dairy Co., Ltd. at about RMB7,070,000
                in the near future.

            


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.12

      EXISTING
        LIENS

       

      (A)
         Qingdao
        ST George Dairy Co., Ltd. 

      


      	1.  	
              With
                respect to the loan of RMB40,000,000 extended by China Construction
                Bank
                Qingdao City Economy and Development Zone Branch on November 16,
                2006 to
                the entity, the entity has mortgaged its land use right and its building
                located on the relevant land for the loan. The land in relation to
                the
                land use right is located in Road West, No 18, South to Century Avenue,
                Jiaonan City, Shandong Province. Certificate of the land use right
                is
                numbered Nanguoyong(2002)zi No.4835. The building is located in South
                to
                Century Avenue Jiaonan City with a Property Mortgage Certificate
                numbered
                Nanfangdigongzi No.1268. 

            


      


      	2.  	
              With
                respect to the loans of RMB24,000,000 and RMB21,000,000 extended
                by
                Agricultural Development Bank of China Zhangbei Branch on March 29,
                2007
                and April 30, 2007, respectively, to Zhangjiakou
                Sheng Yuan Dairy Co., Ltd., the entity has provided guarantees for
                the
                loans. Scope of the debt guaranteed includes principal and accrued
                costs.
                

            


       

      (B)
         Qingdao
        Sheng Yuan Dairy Co., Ltd. 

      


      	1.  	
              With
                respect to the loan of RMB20,000,000 extended by Hengfeng Bank Qingdao
                City Economy and Development Zone Branch on October 26, 2006 to Qingdao
                ST
                George Dairy Co. Ltd.,
                the entity has provided guarantees for the loan. Scope of the debt
                guaranteed includes principal and accrued costs.
                

            


      


      	2.  	
              With
                respect to the loan of RMB20,000,000 extended by Agricultural Bank
                of
                China Zhangbei Branch in December, 2006 to Zhangjiakou Sheng Yuan
                Dairy
                Co., Ltd.,
                the entity has provided guarantees for the loan. Scope
                of the debt guaranteed includes principal and accrued costs.
                

            


      


      	3.  	
              With
                respect to the loan of RMB20,000,000 extended by China Merchant Bank
                Qingdao City Economy and Development Zone Branch on March 8, 2007
                to
                Qingdao ST George Dairy Co. Ltd.,
                the
                entity has provided guarantees with Beijing Honnete Diary Co., Ltd.
                for
                the loan. Scope of the debt guaranteed includes principal and accrued
                costs.

            


       

      (C)
         Zhangjiakou
        Sheng Yuan Dairy Co., Ltd.

      


      	1.  	
              The
                entity has entered into a ceiling mortgage contract with Agricultural
                Bank
                of China Zhangbei Branch on July 5, 2006, to mortgage its land use
                rights,
                buildings and equipment for the loans (maximum of RMB80,000,000)
                over the
                period from July 5, 2006 to July 5, 2009. The land in relation to
                the land
                use right is located in Chabei Administration Zone, Zhangjiakou City,
                Hebei Province, and certificate of the land use right is numbered
                Zhangshichaguoyong2004zi
                No.0001. The
                mortgaged buildings are located in Chabei Administration Zone, Zhangjiakou
                City, Hebei Province with a ownership certificate numbered
                Zhangfangquanzhengchazi No.001027. The mortgaged equipment includes
                an
                imported production line and a set of boiler. Such mortgage is registered
                with Zhangjiakou Commercial and Industry Administration Chabei Branch, and
                is evidenced by a registration certificate numbered (2006)dizi No.002.
                

            


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      	2.  	
              With
                respect to the loan of RMB10,000,000 extended by China Construction
                Bank
                Qingdao City Economy and Development Zone Branch on March 15, 2007
                to
                Qingdao ST George Dairy Co. Ltd., the entity has provided guarantees
                for
                the loan. Scope of the debt guaranteed includes principal and accrued
                costs. 

            


      


      	3.  	
              With
                respect to the loan of RMB24,000,000 extended by Agricultural Development
                Bank of China Zhangbei Branch on March 29, 2007 to the entity, the
                entity
                has mortgaged its land use rights, buildings and equipment for the
                loan.
                The lands in relation to the land use rights are located in Chabei
                Administration Zone, Zhangjiakou City, Hebei Province, and certificates
                of
                the land use rights are numbered Zhangshichaguoyong2007zi No.01039
                and
                Zhangshichaguoyong2007zi No.01040. The mortgaged buildings are located
                in
                Chabei Administration Zone, Zhangjiakou City, Hebei Province with
                ownership certificates numbered Zhangfangquanzhengchazi No.001532
                and
                Zhangfangquanzhengchazi No.001533. The mortgaged equipment includes148
                pieces of equipment. Such mortgage is registered with Zhangjiakou
                Commercial and Industry Administration Chabei Branch, and is evidenced
                by
                a registration certificate numbered chabeigongshang(2007)zi No.001.
                

            


      


      	4.  	
              With
                respect to the loans of RMB24,000,000 and RMB21,000,000 extended
                by
                Agricultural Development Bank of China Zhangbei Branch on March 29,
                2007
                and April 30, 2007, respectively, to the
                entity, the entity has pledged fixed deposits in amounts of RMB1,200,000
                and RMB1,050,000, respectively, for the loans.


            


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.13

      


      CERTIFICATES,
        AUTHORITIES AND PERMITS

      


      


      Beian
        Yi
        Pin Dairy Co., Ltd.
        never
        receives the Tax Registration Certificate that should be issued by the local
        tax
        bureau. Nevertheless, this is for all local enterprises in Beian and does
        not
        affect the tax payments by Beian Yi Pin Dairy Co., Ltd.

      


      


      
        
          
          

        

        
          9