WAIVER
AND CONSENT





THIS WAIVER AND CONSENT (this “Agreement”)
is made on the 30th of
June, 2009 by and among CHINA GREEN AGRICULTURE, INC., a Nevada corporation (the
“Company”),
and the undersigned Investors. Each of the capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Stock Purchase
Agreement described below.





RECITALS





WHEREAS, on December 26, 2007,
the Company, previously known as Discovery Technologies, Inc., and the
Investors, consummated a private placement by entering into a Securities
Purchase Agreement (the “SPA”) and its ancillary documents pursuant to which the
Company issued and sold to the Investors an aggregate of 6,313,617 shares of
common stock, par value $.001 per share, of the Company for total gross proceeds
of $20,519,255;





WHEREAS, pursuant to Section
4.14 of the SPA, the Investors have a right of first refusal on any new offering
of the Company’s securities until August 6, 2009, being one year anniversary of
the effectiveness of the Registration Statement on Form S-1 which was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on August
6, 2008;





WHEREAS, the Company filed
with the SEC a registration statement on Form S-3 for a shelf registration of up
to $50,000,000 on June 8, 2009 (the “S-3”) which was declared effective by the
SEC on June 12, 2009;





WHEREAS, the Company deems it
is in its best interest to proceed with a takedown from the S-3 in the form of
an underwritten offering on or around July 1, 2009 or any appropriate date
thereafter (the “S-3 Shelf Takedown”);





WHEREAS, as of the date hereof
the Company granted an aggregate of 198,000 options to its directors, officers
and employees (the “Option Grant”) which were subject to the Investors’ right of
first refusal pursuant to Section 4.14 of the SPA;





WHEREAS, Section 4.16 of the
SPA setting forth Liquidated Damages for Governmental Rescission of the
Transaction triggered the accounting treatment that the 6,313,617 shares issued
pursuant to the SPA are deemed temporary equity instead of permanent equity
because they are subject to redemption; and





WHEREAS,Section 6.4of the SPA enables the
Company and Investors holding a majority of the Shares to waive and/or amend
provisions of the SPA by written agreement and the undersigned Investors
constitute “Investors holding a majority of the Shares.”


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NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, pursuant to Section 6.4 of the SPA, the parties hereby agree as
follows:





Section
1.          Consent and Waiver of Right
of First Refusal with regard to S-3 Shelf
Takedown.    The Investors hereby waive the right of
first refusal with respect to the S-3 Shelf Takedown and any offering of
securities thereafter so that it therefore ceases to have any effect whatsoever
as of the date hereof.





Section
2.          Consent and Waiver of Right
of First Refusal with regard to the Option Grant.  The
Investors hereby consent to the Option Grant and hereby waive the right of first
refusal and any claim(s) arising from said right of first refusal each with
respect to the Option Grant, effective as of the dates of each grant
constituting the Option Grant.





Section
3.          Consent on the Termination
of the Effect of Section 4.16 of the SPA.  The Investors hereby
waive any and all rights arising under Section 4.16 of the SPA and agree that
the SPA shall be amended as of the date hereof to delete Section 4.16 in its
entirety.





Section
4.          Miscellaneous.





(a)           Expenses.  Each
party shall bear its own costs and expenses, including legal fees, incurred or
sustained in connection with the preparation of this Agreement and related
matters.




(b)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and Investors
holding a majority of the Shares.




(c)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the SPA.




(d)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the
parties.




(e)           Execution and
Counterparts.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


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(f)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the SPA.




(g)           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




(h)          Headings.  The
headings in this Agreement are for convenience only, do not constitute a part of
the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.




(i)           Except
as specifically contemplated by this Agreement, the SPA shall remain in full
force and effect, unaffected by this Agreement.




(j)           Independent Nature of
Investors’ Obligations and Rights.  The obligations of each
Investor hereunder are several and not joint with the obligations of any other
Investors hereunder, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor hereunder. Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Investor pursuant hereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Investor shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Investor to be joined as
an additional party in any proceeding for such purpose.




[Signature
Pages Follow]


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IN WITNESS WHEREOF, the
parties have executed and delivered this Waiver and Consent as of the date first
written above.




COMPANY:CHINA
      GREEN AGRICULTURE, INC.By:
                  /s/ Tao LiName:
                  Tao
      LiTitle:
                  President
      & Chief Executive
Officer





INVESTORS:





ARDSLEY
      PARTNERS FUND II, L.P.By:
              /s/ Steve NapolName:
              Steve
      NapolTitle:
              PartnerARDSLEY OFFSHORE FUND, LTD.By:
              /s/ Steve NapolName:
              Steve
      NapolTitle:
              Agent/AdvisorARDSLEY PARTNERS INSTITUTIONALFUND,
      LLCBy:
              /s/ Steve NapolName:
              Steve
      NapolTitle:
              PartnerMARION LYNTONBy:
              /s/ Steve NapolName:
              Steve NapolTitle:
              Agent/AdvisorChestnut
      Ridge Partners, LPBy:
              /s/
      Kenneth HolzName:
              Kenneth
      HolzTitle:
              Chief
      Financial Officer
  4
 MidSouth
      Investor Fund LPBy:
                /s/ Lyman O. HeidtkeName:
                Lyman
      O. HeidtkeTitle:
                General
      PartnerThe Pinnacle Fund., L.P.By:
                /s/ Barry M. KittName:
                Barry
      M. KittTitle:
                General
      PartnerPinnacle China Fund, LPBy:
                /s/ Barry M. KittName:
                Barry
      M. KittTitle:
                ManagerSandor Capital Masterfund
LPBy:
                /s/ John S LemakName:
                John
      S LemakTitle:
                General
      Partner
 5