Exhibit
      4.1

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this "Agreement")
      is made
      and entered into as of June 29th,
      2007,
      by and among China Agritech, Inc., a Delaware corporation (the "Company"),
      and
      the investors signatory hereto (each an "Investor"
      and
      collectively, the "Investors").

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company and the Investors (the "Purchase
      Agreement").

     

    The
      Company and the Investors hereby agree as follows: 

     

    Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms have the respective
      meanings set forth in this Section 1:

     

    "Commission
      Comments"
      means
      written comments
      pertaining solely to Rule 415 which
      are
      received by the Company from the Commission, and a copy of which shall have
      been
      provided by the Company to the Holders, to a filed Registration Statement which
      requires the Company to limit the amount of shares which may be included therein
      to a number of shares which is less than such amount sought to be included
      thereon as filed with the Commission.

     

    "Effective
      Date"
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    “Effectiveness
      Date”
      means


     

    with
      respect to the initial Registration Statement required to be filed under Section
      2(a), the earlier of

     

    (i)
      the
      120th
      day
      following the Filing Date, and 

     

    (ii)
      the
      fifth Trading Day following the date on which the Company is notified by the
      Commission that the initial Registration Statement will not be reviewed or
      is no
      longer subject to further review and comments; 

     

    with
      respect to a Registration Statement required to be filed under Section 2(b),
      the
      earlier of 

     

    (i)
      the
      60th
      day
      following the Filing
      Date for any Registration
      Statement required to be filed under Section 2(b),
      and


     

    (ii)
      the
      fifth Trading Day following the date on which the Company is notified by the
      Commission that such Registration Statement will not be reviewed or is no longer
      subject to further review and comments; and 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    with
      respect to a Registration Statement required to be filed under Section 2(c),
      the
      earlier of 

     

    (i)
      the
      120th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, and

     

    (ii)
      the
      fifth Trading Day following the date on which the Company is notified by the
      Commission that the initial Registration Statement will not be reviewed or
      is no
      longer subject to further review and comments.

     

    "Effectiveness
      Period"
      means,
      as to any Registration Statement required to be filed pursuant to this
      Agreement, the period commencing on the Effective Date of such Registration
      Statement and ending on the earliest to occur of 

     

    (a)
      the
      second anniversary of such Effective Date, 

     

    (b)
      such
      time as all of the Registrable Securities covered by such Registration Statement
      have been publicly sold by the Holders of the Registrable Securities included
      therein, or 

     

    (c)
      such
      time as all of the Registrable Securities covered by such Registration Statement
      may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel
      to the Company pursuant to a written opinion letter to such effect, addressed
      and acceptable to the Company's transfer agent and the affected
      Holders.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    "Filing
      Date"
      means


     

    (a)
      with
      respect to the initial Registration Statement required to be filed under Section
      2(a), the 45th
      day
      following the Closing Date,

     

    (b)
      with
      respect to any Registration Statements required to be filed under Section 2(b),
      each such Registration Statement shall be filed by the earlier of

     

    (i)
      for
      the initial Registration Statement required to be filed under Section 2(b),
      (A)
      the six-month anniversary of the Effective Date of the Registration Statement
      required to be filed under Section 2(a) and (B) the 60th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the Registration Statement required to be filed under Section 2(a) have been
      sold1 

     

    (ii)
      for
      all subsequent Registration Statements to be filed under Section 2(b), (A)
      the
      six-month anniversary of the Effective Date of the immediately preceding
      Registration Statement required to be filed under Section 2(b) and (B) the
      60th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the immediately preceding Registration Statement required to be filed under
      Section 2(b) have been sold* ,
      and

     

    
      
        

      

      *To
        be
        discussed: what is the procedure for monitoring selling by Investors and
        allowing Investors to know whether this condition has been
        triggered?

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    such
      time
      as 75% of all Registrable Securities which are included in the immediately
      preceding Registration Statement required to be filed under Section 2(b) have
      been sold* ,
      and

     

    (c)
      with
      respect to a Registration Statement required to be filed under Section 2(c),
      the
      30th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock.

     

    "Holder"
      or
"Holders"
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Losses”
      has the
      meaning set forth in Section 5(a).

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    "Proceeding"
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Prospectus”
      means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), 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 a Registration Statement,
      all
      other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus, and any free writing prospectus
      related to any of the foregoing.

     

    "Registrable
      Securities"
      means:
      (i) the Shares, (ii) any shares of Common Stock issuable upon exercise of
      warrants issued to any placement agent as compensation in connection with the
      financing that is the subject of the Purchase Agreement ("Placement
      Agent Warrant Shares"),
      and
      (iii) any securities issued or issuable upon any stock split, dividend or other
      distribution, recapitalization or similar event, or any exercise price
      adjustment with respect to any of the securities referenced in (i) or (ii)
      above.

     

    "Registration
      Statement"
      means
      the initial registration statement required to be filed in accordance with
      Section 2(a) and any additional registration statement(s) required to be filed
      under Section 2(b) and 2(c) including (in each case) the Prospectus, amendments
      and supplements to such registration statements or Prospectus, including pre-
      and post-effective amendments, all exhibits thereto, and all material
      incorporated by reference or deemed to be incorporated by reference
      therein.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

     

    "Shares"
      means
      the shares of Common Stock issued, issuable to the Investors pursuant to the
      Purchase Agreement and transferrable pursuant to the Make Good Escrow
      Agreement.

     

    Registration.
      

     

    On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of all Registrable
      Securities not already covered by an existing and effective registration
      statement for an offering to be made on a continuous basis pursuant to Rule
      415,
      on Form S-1 (or on such other form appropriate for such purpose). As of the
      date
      of this Agreement, the Company does not intend for the Registration Statement
      to
      cover the resale of any Registrable Securities issued after the performance
      of
      the Purchase Agreement. Furthermore, such Registration Statement shall contain
      (except if otherwise required pursuant to written comments received from the
      Commission upon a review of such Registration Statement) the "Plan of
      Distribution" attached hereto as Annex A. The Company shall cause such
      Registration Statement to be declared effective under the Securities Act
      as
      soon as
      possible but, in any event, no later than its Effectiveness Date, and shall
      use
      its reasonable best efforts to keep the Registration Statement continuously
      effective during the entire Effectiveness Period. The initial Registration
      Statement shall contain 1) the Shares, 2) the Placement Agent Warrant Shares
      and
      3) the securities set forth on Schedule
      3.1(w)
      to the
      Purchase Agreement. In the event that the amount of securities which may be
      included in the Registration Statement filed pursuant to this Section 2(a)
      is
      limited due to Commission Comments, the number of securities being registered
      for resale by each selling stockholder on such Registration Statement shall
      be
      cut back pro rata in relation to the aggregate number of securities of the
      Company being cut back and removed from such Registration Statement. By 5:00
      p.m. (New York City time) on the Business Day immediately following the
      Effective Date of such Registration Statement, the Company shall file with
      the
      Commission in accordance with Rule 424 under the Securities Act the final
      prospectus to be used in connection with sales pursuant to such Registration
      Statement (whether or not such filing is technically required under such
      Rule).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    If
      all of
      the Registrable Securities to be included in the Registration Statement filed
      pursuant to Section 2(a) cannot be so included due to Commission Comments,
      then
      the Company shall prepare and file by the applicable
      Filing
      Date for such Registration Statement(s),
      such
      number of
      additional Registration Statements
      as may be necessary in order to ensure that
      all
      Registrable Securities are
      covered
      by an existing and effective Registration Statement. Accordingly,
      if for example, an initial Registration Statement is filed under Section 2(b)
      to
      register Registrable Securities removed from a Registration Statement filed
      under Section 2(a) due to Commission Comments and Commission Comments again
      require shares to be removed for such newly filed Registration Statement under
      this Section 2(b), then the Company will prepare and file additional
      Registration Statements until such time as all such required shares are covered
      by effective Registration Statements. Any Registration Statements to be filed
      under this Section shall be
      for an
      offering to be made on a continuous basis pursuant to Rule 415, on Form S-1
      (or
      on such other form appropriate for such purpose). Such Registration Statement
      shall contain (except if otherwise required pursuant to written comments
      received from the Commission upon a review of such Registration Statement)
      the
      "Plan of Distribution" attached hereto as Annex
      A.
      The
      Company shall cause such Registration Statement to be declared effective under
      the Securities Act as soon as possible but, in any event, by its Effectiveness
      Date, and shall use its reasonable best efforts to keep such Registration
      Statement continuously effective under the Securities Act during the entire
      Effectiveness Period. In the event that the amount of securities which may
      be
      included in any such Registration Statement filed pursuant to this section
      is
      limited due to Commission Comments, the number of securities being registered
      for resale by each selling stockholder on such Registration Statement shall
      be
      cut back pro rata in relation to the aggregate number of securities of the
      Company being cut back and removed from such Registration Statement. By 5:00
      p.m. (New York City time) on the Business Day immediately following the
      Effective Date of such Registration Statement, the Company shall file with
      the
      Commission in accordance with Rule 424 under the Securities Act the final
      prospectus to be used in connection with sales pursuant to such Registration
      Statement (whether or not such filing is technically required under such
      Rule).

     

    Promptly
      following any date on which the Company becomes eligible to use a registration
      statement on Form S-3 to register the Registrable Securities for resale, the
      Company shall file a registration statement on Form S-3 covering the Registrable
      Securities (or a post-effective amendment on Form S-3 to the then effective
      Registration Statement) and shall cause such Registration Statement to
      filed by the Filing Date for such Registration Statement and declared effective
      as soon as possible thereafter, but in any event prior to the Effectiveness
      Date
      therefor. Such Registration Statement shall contain (except if otherwise
      required pursuant to written comments received from the Commission upon a review
      of such Registration Statement) the "Plan of Distribution" attached hereto
      as
Annex
      A.
      The
      Company shall use its reasonable best efforts to keep such Registration
      Statement continuously effective under the Securities Act during the entire
      Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day
      immediately following the Effective Date of such Registration Statement, the
      Company shall file with the Commission in accordance with Rule 424 under the
      Securities Act the final prospectus to be used in connection with sales pursuant
      to such Registration Statement (whether or not such filing is technically
      required under such Rule).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    If:
      

     

    (i)
      a
      Registration Statement is not filed on or prior to its Filing Date covering
      the
      Registrable Securities required under this Agreement to
      be
      included therein (if the Company files a Registration Statement without
      affording the Holders the opportunity to review and comment on the same as
      required by Section 3(a) hereof, the Company shall not be deemed to have
      satisfied this clause (i)), or 

     

    (ii)
      a
      Registration Statement is not declared effective by the Commission on or prior
      to its required Effectiveness Date, or if by the Business Day immediately
      following the Effective Date the Company shall not have filed a “final”
prospectus for the Registration Statement with the Commission under Rule 424(b)
      in accordance with Section 2(a), 2(b) or 2(c) herein, as the case may be
      (whether or not such a prospectus is technically required by such Rule), or
      

     

    (iii)
      after its Effective Date, without regard for the reason thereunder or efforts
      therefor, such Registration Statement ceases for any reason to be effective
      and
      available to the Holders as to all Registrable Securities to which it is
      required to cover at any time prior to the expiration of its Effectiveness
      Period for more than an aggregate of 30 Trading Days (which need not be
      consecutive) 

     

    (any
      such
      failure or breach being referred to as an “Event,” and for purposes of clauses
      (i) or (ii) the date on which such Event occurs, or for purposes of clause
      (iii)
      the date which such 30 Trading Day-period is exceeded, being referred to as
      “Event Date”),

     

    then
      in
      addition to any other rights the Holders may have hereunder or under applicable
      law: on such Event Date and on each monthly anniversary of each such Event
      Date
      (if the applicable Event shall not have been cured by such date) until the
      applicable Event is cured the Company shall pay to each Holder an amount in
      cash, as partial liquidated damages and not as a penalty, equal to 2.0% of
      the
      aggregate Investment Amount paid by such Holder for Shares pursuant to the
      Purchase Agreement. The parties agree that the Company will not be liable for
      liquidated damages under this Agreement with respect to any Placement Agent
      Warrant Shares. The Company be liable for liquidated damages as provided by
      this
      Section at the rate of 2.0% of the aggregate Investment Amount paid by the
      Holder for Shares pursuant to the Purchase Agreement per month until the maximum
      aggregate liquidated damages payable to a Holder under this Agreement of fifteen
      percent (15%) of the aggregate Investment Amount paid by such Holder pursuant
      to
      the Purchase Agreement shall be paid. Once the maximum aggregate liquidated
      damages payable to a Holder under this Agreement of fifteen percent (15%) of
      the
      aggregate Investment Amount paid by such Holder pursuant to the Purchase
      Agreement shall be paid the Company shall have no further liability for the
      occurrence of such Event. The partial liquidated damages pursuant to the terms
      hereof shall apply on a daily pro-rata basis for any portion of a month prior
      to
      the cure of an Event, except in the case of the first Event Date. The Company
      shall not be liable for liquidated damages under this Agreement as to any
      Registrable Securities which are not permitted by the Commission to be included
      in a Registration Statement due solely to Commission Comments from the time
      that
      it is determined that such Registrable Securities are not permitted to be
      registered solely due to Commission Comments until such time as the provisions
      of this Agreement as to the next applicable Registration Statement required
      to
      be filed hereunder are triggered, in which case the provisions of this Section
      2(d) shall once again apply, if applicable.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Each
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex
      B
      (a
“Selling Holder Questionnaire”). The Company shall not be required to include
      the Registrable Securities of a Holder in a Registration Statement and shall
      not
      be required to pay any liquidated or other damages under Section 2(d) to any
      Holder who fails to furnish to the Company a fully completed Selling Holder
      Questionnaire at least two Trading Days prior to the Filing Date (subject to
      the
      requirements set forth in Section 3(a)). 

     

    Registration
      Procedures.

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    Not
      less
      than four Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, or comparable
      statements under securities or Blue Sky laws of any jurisdiction, the Company
      shall furnish to each Holder a copy of such documents as proposed to be filed
      which documents will be subject to the review of such Holder. The Company shall
      not file a Registration Statement, any Prospectus or any amendments or
      supplements thereto to which any Investor reasonably objects (provided that
      if
      the Company is unable to file a Registration Statement or the filing of a
      Registration Statement is delayed due to such Investor objections the Company
      shall not be liabile to make any payment under Section 2(d) due to such delay
      or
      inability to file a Registration Statement) or in which the “Selling
      Stockholder” section thereof differs from the disclosure received from a Holder
      in its Selling Holder Questionnaire (as amended or supplemented). The Company
      shall not file a Registration Statement, any Prospectus or any amendments or
      supplements thereto in which due to Commission Comments, it 

     

    (i)
      characterizes any Holder as an underwriter, 

     

    (ii)
      excludes a particular Holder due to such Holder refusing to be named as an
      underwriter, or 

     

    (iii)
      reduces the number of Registrable Securities being registered on behalf of
      a
      Holder except in accordance with Article 2 of this Agreement, 

     

    in
      each
      case of clauses (a)(i) through (a)(iii) without such Holder’s express written
      authorization.

     

    (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities for its Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible to any comments received from the Commission with respect
      to
      each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to such Registration
      Statement that would not result in the disclosure to the Holders of material
      and
      non-public information concerning the Company; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the Registration Statements and the disposition of all Registrable
      Securities covered by each Registration Statement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Notify
      the Holders as promptly as reasonably possible (and, in the case of (i)(A)
      below, not less than three Trading Days prior to such filing and, in the case
      of
      (v) below, not less than three Trading Days prior to the financial statements
      in
      any Registration Statement becoming ineligible for inclusion therein) and (if
      requested by any such Person) confirm such notice in writing no later than
      one
      Trading Day following the day 

     

    (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to a
      Registration Statement is proposed to be filed; (B) when the Commission notifies
      the Company whether there will be a "review" of such Registration Statement
      and
      whenever the Commission comments in writing on such Registration Statement
      (the
      Company shall provide true and complete copies thereof and all written responses
      thereto to each of the Holders that pertain to the Holders as a Selling
      Stockholder or to the Plan of Distribution, but not information which the
      Company believes would constitute material and non-public information); and
      (C)
      with respect to each Registration Statement or any post-effective amendment,
      when the same has become effective, 

     

    (ii)
      of
      any request by the Commission or any other federal or state governmental
      authority for amendments or supplements to a Registration Statement or
      Prospectus or for additional information, 

     

    (iii)
      of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      a Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose, 

     

    (iv)
      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 or threatening of
      any
      Proceeding for such purpose, and 

     

    (v)
      of
      the occurrence of any event or passage of time that makes the financial
      statements included in a Registration Statement ineligible for inclusion therein
      or any statement made in such Registration Statement or Prospectus or any
      document incorporated or deemed to be incorporated therein by reference untrue
      in any material respect or that requires any revisions to such Registration
      Statement, Prospectus or other documents so that, in the case of such
      Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

     

    Furnish
      to each Holder, without charge, at least two conformed copies of each
      Registration Statement and each amendment thereto and all exhibits to the extent
      requested by such Person (including those previously furnished) promptly after
      the filing of such documents with the Commission.

     

    Promptly
      deliver to each Holder, without charge, as many copies of each Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request. The Company hereby
      consents to the use of such Prospectus and each amendment or supplement thereto
      by each of the selling Holders in connection with the offering and sale of
      the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

     

    Prior
      to
      any public offering of Registrable Securities, register or qualify such
      Registrable Securities for offer and sale under the securities or Blue Sky
      laws
      of all jurisdictions within the United States as any Holder may request, to
      keep
      each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by the Registration Statements. If any
      registration statement or comparable statement under Blue Sky laws refers to
      any
      Holder by name or otherwise as the Holder of any Shares, then such Holder shall
      have the right to require (i) the insertion therein of language, in form and
      substance reasonably satisfactory to such Holder and the Company, to the effect
      that the holding of such Holder of such Shares is not to be construed as a
      recommendation by such Holder of the investment quality of the Company’s
      securities covered thereby and that such holding does not imply that such Holder
      will assist in meeting any future financial requirements of the Company, or
      (ii)
      in the event that such reference to such Holder by name or otherwise is not
      in
      the judgment of the Company, as advised by counsel, required by the Securities
      Act or any similar federal statute or any state Blue Sky or securities law
      then
      in force, the deletion of the reference to such Holder. If the Company is unable
      to file a Registration Statement or the filing of a Registration Statement
      is
      delayed due to a Holder’s changes to the Registration Statement in accordance
      with the prior sentence the Company shall not be liabile to make any payment
      under Section 2(d) due to such delay or inability to file a Registration
      Statement if the Company has promptly addressed each of the Holder’s comments
      within 3 business days by either filing an updated version of the Registration
      Statement or circulating an updated draft of the Registration Statement for
      further approval, as the situation would require.

     

    Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statements, which certificates shall be free,
      to
      the extent permitted by the Purchase Agreement, of all restrictive legends,
      and
      to enable such Registrable Securities to be in such denominations and registered
      in such names as any such Holders may request.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the affected Registration Statements or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, no Registration Statement nor any Prospectus
      will
      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,
      in
      light of the circumstances under which they were made, not misleading.


     

    The
      Company agrees that if the Commission, either before, on or after any Effective
      Date, expresses the view that any Investor should be deemed an “underwriter” in
      connection with the offering (including by way of a comment of the staff of
      the
      Commission on the Registration Statement that is not resolved to the
      satisfaction of such Investor), then after the Registration Statements effective
      and upon the request of such Investor, the Company shall, at its expense, up
      to
      $50,000, with all additional expenses to be at the requesting Investor’s
      expense,

     

    (i) prepare
      and file with the Commission any amendments and/or supplements to the
      Registration Statement as may be necessary to respond to the Commission’s view
      and as may be desirable to cause the Registration Statement to be declared
      effective (or, if then effective, to be maintained as effective) for the
      Effectiveness Period and comply with any related requests of the Commission
      so
      that the Registration Statement may be used by such Investor in connection
      with
      the disposition of Shares,

     

    (ii) give
      such
      Investor access to the Company’s books and records, all financial and other
      records, pertinent corporate documents and properties of the Company and its
      Subsidiaries, and such opportunities to discuss the business of the Company
      and
      its Subsidiaries with their respective directors, officers and employees and
      the
      independent public accountants who have certified the Company’s and its
      Subsidiaries’ financial statements, and supply all other information and respond
      to all inquiries requested by such Investor or their respective counsel,
      accountants or other representatives or agents, as shall be necessary or
      appropriate, in the opinion of counsel to such Investor, to conduct a reasonable
      investigation within the meaning of the Securities Act,

     

    (iv)
      at
      the request of such Investor, amend the Registration Statement to remove such
      Investor as a selling shareholder and to remove such Investors Shares and
      promptly file a separate Registration Statement covering only such Investor
      and
      its Shares and use reasonable best efforts to cause it to become effective
      by
      the Effective Date applicable to the initial Registration Statement required
      to
      be filed under Section 2(a) or as soon as practicable thereafter,
      and

     

    (vi) deliver
      to such Investor an officer’s certificate from Chang Yu, the Company’s President
      and CEO, to the effect that,

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (A) the
      Registration Statement, as of the Effective Date, does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made not misleading,

     

    (B) the
      financial statements, and other financial information included in (or
      incorporated by reference into) the Registration Statement fairly present in
      all
      material respects the financial condition, results of operations and cash flows
      of the Company as of, and for, the periods presented, and

     

    (C) in
      addition to any other indemnity provided for elsewhere in this Agreement,
      indemnify and hold harmless the Investor, its directors, officers and other
      Persons, if any, who may control the Investor for any Losses, as incurred,
      arising out of any statement or alleged statement in or omission or alleged
      omission from the Registration Statement or as a result of the Investor being
      named as an underwriter or a deemed underwriter.

     

    Additionally,
      the Company agrees that if the Commission, either before, on or after any
      Effective Date, expresses the view that any Investor should be deemed an
“underwriter” in connection with the offering (including by way of a comment of
      the staff of the Commission on the Registration Statement that is not resolved
      to the satisfaction of such Investor), then after the Registration Statementis
      effective and upon the request of such Investor, the Company shall at the
      requesting Investor’s expense,

     

    (i)
      cause
      the Company’s counsel to deliver a legal opinion, addressed to such Investor, in
      the form and covering the matters (including “cold comfort” regarding the
      absence of material misstatements or omissions in the Registration Statement)
      as
      are customary in opinions of an issuer’s legal counsel delivered to
      underwriters; and

     

    (ii) cause
      one
      of the accounting firms listed on Schedule 4.14 to the Purchase Agreement (or
      such other entity serving as the Company’s independent public accountant) to
      deliver a “cold comfort” letter, addressed to such Investor, covering matters
      with respect to the Registration Statement as is customary in cold comfort
      letters of an issuer’s independent public accountants delivered to
      underwriters.

     

    The
      Company shall cooperate with any Investor making a request under this Section
      3(j). When complying with an Investor’s request, the Company shall be permitted
      to incur such reasonable legal and other fees, as appropriate, to comply with
      the Investor’s request under this Section 3(j) at its expense, until the Company
      has expended $50,000 under this Section 3(j), with all additional expendatures
      to be at the requesting Investor’s expense.

     

    Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with any
      Trading Market on which the Common Stock is then listed for trading and (B)
      to
      the extent permitted to be borne by the Company under applicable state
      securities or Blue Sky laws), (ii) all listing fees, (iii) printing expenses
      (including, without limitation, expenses of printing certificates for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iv) messenger,
      telephone and delivery expenses, (v) fees and disbursements of counsel for
      the
      Company, (vi) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vii) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Indemnification.

     

    Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, investment advisors,
      partners, members and employees of each of them, each Person who controls any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable costs of preparation and reasonable
      attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising
      out
      of or relating to (i) any untrue or alleged untrue statement of a material
      fact
      contained in any Registration Statement, any Prospectus or any form of
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged omission
      of
      a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, or (ii) any untrue statement or alleged untrue statement of
      a
      material fact in the information conveyed to any purchaser at the time of the
      sale to such purchaser, or the omission or alleged omission to state therein
      a
      material fact required to be stated therein, except to the extent, but only
      to
      the extent, that (1) such untrue statements or omissions are based solely upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein, or to the extent that such information relates
      to such Holder or such Holder's proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto (it being understood that
      the Holder has approved Annex A hereto for this purpose) or (2) in the case
      of
      an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
      use
      by such Holder of an outdated or defective prospectus relating to the Company
      after the Company has notified such Holder in writing that such prospectus
      is
      outdated or defective and prior to the receipt by such Holder of an Advice
      or an
      amended or supplemented prospectus, but only if and to the extent that following
      the receipt of the Advice or the amended or supplemented prospectus the
      misstatement or omission giving rise to such Loss would have been corrected.
      The
      Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue statement of a material
      fact contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising solely out
      of
      or based solely upon any omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent that, (1) such untrue statements or omissions
      are
      based solely upon information regarding such Holder furnished in writing to
      the
      Company by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder's proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement (it
      being understood that the Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or supplement
      thereto or (2) in the case of an occurrence of an event of the type specified
      in
      Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
      Prospectus after the Company has notified such Holder in writing that the
      Prospectus is outdated or defective and prior to the receipt by such Holder
      of
      an Advice or an amended or supplemented Prospectus, but only if and to the
      extent that following the receipt of the Advice or the amended or supplemented
      Prospectus the misstatement or omission giving rise to such Loss would have
      been
      corrected. In no event shall the liability of any selling Holder hereunder
      be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.

     

    Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an "Indemnified Party"), such Indemnified Party shall promptly notify
      the Person from whom indemnity is sought (the "Indemnifying Party") in writing,
      and the Indemnifying Party shall assume the defense thereof, including the
      employment of counsel reasonably satisfactory to the Indemnified Party and
      the
      payment of all fees and expenses incurred in connection with defense thereof;
      provided, that the failure of any Indemnified Party to give such notice shall
      not relieve the Indemnifying Party of its obligations or liabilities pursuant
      to
      this Agreement, except (and only) to the extent that it shall be finally
      determined by a court of competent jurisdiction (which determination is not
      subject to appeal or further review) that such failure shall have proximately
      and materially adversely prejudiced the Indemnifying Party.

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party shall have failed to take reasonable steps
      necessary to defend diligently the action or proceeding within 20 days after
      receiving notice from such Indemnified Party, or (ii) if representation of
      both
      parties by the same counsel is otherwise inappropriate under applicable
      standards of professional conduct. The Indemnifying Party shall not be liable
      for any settlement of any such Proceeding effected without its written consent,
      which consent shall not be unreasonably withheld. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending Proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten Trading Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided, that the Indemnifying Party may require such Indemnified
      Party to undertake to reimburse all such fees and expenses to the extent it
      is
      finally judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).

     

    Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      net proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Miscellaneous.

     

    Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall, to the fullest extent
      permitted by law, waive the defense that a remedy at law would be
      adequate.

     

    No
      Piggyback on Registrations.
      Except
      as and to the extent specified in Schedule
      3.1(w)
      to the
      Purchase Agreement, neither the Company nor any of its security holders (other
      than the Holders in such capacity pursuant hereto) may include securities of
      the
      Company in a Registration Statement other than the Registrable Securities,
      and
      the Company shall not during the Effectiveness Period enter into any agreement
      providing any such right to any of its security holders.

     

    Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.

     

    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the Registration Statement until such Holder's
      receipt of the copies of the supplemented Prospectus and/or amended Registration
      Statement or until it is advised in writing by the Company that the use of
      the
      applicable Prospectus may be resumed, and, in either case, has received copies
      of any additional or supplemental filings that are incorporated or deemed to
      be
      incorporated by reference in such Prospectus or Registration Statement. The
      Company may provide appropriate stop orders to enforce the provisions of this
      paragraph.

     

    Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to each Holder written notice of such determination and, if within
      fifteen calendar days after receipt of such notice, any such Holder shall so
      request in writing, the Company shall include in such registration statement
      all
      or any part of such Registrable Securities such holder requests to be
      registered, subject to customary underwriter cutbacks applicable to all holders
      of registration rights. In addition, if the Company files any shelf registration
      statement for the benefit of the holders of any of its securities other than
      the
      Holders, the Company agrees that it shall include in such registration statement
      such disclosures as may be required by Rule 430B (referring to the unnamed
      selling security holders in a generic manner by identifying the initial offering
      of the securities to the Holders) in order to ensure that the Holders may be
      added to such shelf registration statement at a later time through the filing
      of
      a prospectus supplement rather than a post-effective amendment, and the Company
      agrees that upon any subsequent request by a Holder, the Company shall file
      a
      prospectus supplement adding such Holder’s Registrable Securities to such shelf
      registration statement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this Section 6(f),
      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 the Holders of no less than a majority in interest
      of the then outstanding Registrable Securities. Notwithstanding the foregoing,
      a
      waiver or consent to depart from the provisions hereof with respect to a matter
      that relates exclusively to the rights of certain Holders and that does not
      directly or indirectly affect the rights of other Holders may be given by
      Holders of at least a majority of the Registrable Securities to which such
      waiver or consent relates; provided,
      further, that no amendment or waiver to any provision of this Agreement relating
      to naming any Holder or requiring the naming of any Holder as an underwriter
      may
      be effected in any manner without such Holder’s prior written consent. Section
      2(a) may not be amended or waived except by written consent of each Holder
      affected by such amendment or waiver.

     

    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on
      any Trading Day, (c) the Trading Day following the date of mailing, if sent
      by
      U.S. nationally recognized overnight courier service, or (d) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices and communications shall be as follows:

     

    
      	
              If
                to the Company:

            	
              China
                Agritech, Inc.

            
	 	
              A#
                Room 0706-0707, The Spaces International Center 

            
	 	
              No.
                8, Dongdaqiao Road 

            
	 	
              Chaoyang
                District, Beijing 100020 

            
	 	
              People's
                Republic of China

            
	 	
              Facsimile:
                86 10 5870 2108

            
	 	
              Attention:
                President

            


    

    


    
      	
              With
                a copy to:

            	
              Thelen
                Reid Brown Raysman & Steiner LLP

            
	 	
              701
                8th
                Street NW

            
	 	
              Washington,
                D.C. 20001

            
	 	
              Facsimile:
                (202) 508-4321

            
	 	
              Attn.:
                Joseph R. Tiano, Jr., Esq. 

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to a Investor: 

            	
              To
                the address set forth under such Investor's name on the signature
                pages
                hereto.

            
	 	 
	If
              to any other Person who is then the registered
              Holder:


    

     

    
      	 	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company

            


    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    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 and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the Persons as permitted under
      the Purchase Agreement.

     

    Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto or its
      respective Affiliates, employees or agents) will be commenced in the New York
      Courts. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the New York Courts for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein, and hereby irrevocably waives, and agrees not to assert
      in
      any Proceeding, any claim that it is not personally subject to the jurisdiction
      of any New York Court, or that such Proceeding has been commenced in an improper
      or inconvenient forum. Each party hereto hereby irrevocably waives personal
      service of process and consents to process being served in any such Proceeding
      by mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. Each party hereto hereby irrevocably waives, to the fullest
      extent permitted by applicable law, any and all right to trial by jury in any
      Proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. If either party shall commence a Proceeding to enforce
      any
      provisions of this Agreement, then the prevailing party in such Proceeding shall
      be reimbursed by the other party for its attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      Proceeding.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    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 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.

     

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

     

    Independent
      Nature of Investors' Obligations and Rights.
      The
      obligations of each Investor under this Agreement are several and not joint
      with
      the obligations of each other Investor, and no Investor shall be responsible
      in
      any way for the performance of the obligations of any other Investor under
      this
      Agreement. Nothing contained herein or in any Transaction Document, and no
      action taken by any Investor pursuant thereto, 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 or as a group with respect to such obligations or the transactions
      contemplated by this Agreement or any other Transaction Document. Each Investor
      acknowledges that no other Investor will be acting as agent of such Investor
      in
      enforcing its rights under this Agreement. Each Investor shall be entitled
      to
      independently 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. The Company acknowledges that each of the Investors has been provided
      with the same Registration Rights Agreement for the purpose of closing a
      transaction with multiple Investors and not because it was required or requested
      to do so by any Investor.

     

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      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES TO FOLLOW]

    


    
      
        
        

      

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

     

    
      	 	
              CHINA
                AGRITECH, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:
                Yu Chang

            
	 	 	
              Title:
                Chief Executive Officer

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF INVESTORS TO FOLLOW]

     

    
      
         

      

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

    


    
      	 	
              NAME
                OF INVESTING ENTITY

            
	 	 	 	 
	 	   
	   
	   

	 	 	 	 
	 	
              By:
                

            	   
	    

	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              ADDRESS
                FOR NOTICE

            
	 	 	 	 
	 	
              c/o:
                

            	     

	 	 	 	 
	 	
              Street:
                

            	    
 

	 	 	 	 
	 	
              City/State/Zip:
                

            	   
 

	 	 	 	 
	 	
              Attention:
                

            	   

	 	 	 	 
	 	
              Tel:

            	   

	 	 	 	 
	 	
              Fax:

            	   

	 	 	 	 
	 	
              Email:

            	   



    

    
 

    
      
         

      

      
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    Annex
      A

    Plan
      of
      Distribution

     

    The
      Selling Stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of Common Stock on any stock exchange, market or trading facility on
      which the shares are traded or quoted or in private transactions. These sales
      may be at fixed, negotiated or prevailing prices. The shares may be sold by
      the
      Selling Stockholders directly to one or more purchasers, through agents
      designated from time to time or to or through broker-dealers designated from
      time to time. In the event the shares are publicly offered through
      broker-dealers or agents, the Selling Stockholders may enter into agreements
      with respect thereto. The Selling Stockholders may use any one or more of the
      following methods when selling shares:

     

    ordinary
      brokerage transactions and transactions in which the broker-dealer solicits
      investors;

     

    block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;

     

    purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

     

    an
      exchange distribution in accordance with the rules of the applicable
      exchange;

     

    privately
      negotiated transactions;

     

    to
      cover
      short sales made after the date that this Registration Statement is declared
      effective by the Commission; 

     

    broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per share;

     

    a
      combination of any such methods of sale; and

     

    any
      other
      method permitted pursuant to applicable law.

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus. The Selling Stockholders
      may also engage in short sales against the box, puts and calls and other
      transactions in the Company’s securities or derivatives of the Company’s
      securities and may sell or deliver shares in connection with these
      trades.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      Selling Stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    The
      Selling Stockholders may from time to time pledge or grant a security interest
      in some or all of the Shares owned by them and, if they default in the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell shares of Common Stock from time to time under this prospectus,
      or under an amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933 amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus.

     

    Upon
      the
      Company being notified in writing by a Selling Stockholder that any material
      arrangement has been entered into with a broker-dealer for the sale of Common
      Stock through a block trade, special offering, exchange distribution or
      secondary distribution or a purchase by a broker or dealer, a supplement to
      this
      prospectus will be filed, if required, pursuant to Rule 424(b) under the
      Securities Act, disclosing (i) the name of each such Selling Stockholder and
      of
      the participating broker-dealer(s), (ii) the number of shares involved, (iii)
      the price at which such the shares of Common Stock were sold, (iv) the
      commissions paid or discounts or concessions allowed to such broker-dealer(s),
      where applicable, (v) that such broker-dealer(s) did not conduct any
      investigation to verify the information set out or incorporated by reference
      in
      this prospectus, and (vi) other facts material to the transaction. In addition,
      upon the Company being notified in writing by a Selling Stockholder that a
      donee
      or pledgee intends to sell more than 500 shares of Common Stock, a supplement
      to
      this prospectus will be filed if then required in accordance with applicable
      securities law.

     

    The
      Selling Stockholders also may transfer the shares of Common Stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be "underwriters" within the meaning of
      the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of Shares
      will be paid by the Selling Stockholder and/or the purchasers. Each Selling
      Stockholder has represented and warranted to the Company that it acquired the
      securities subject to this registration statement in the ordinary course of
      such
      Selling Stockholder’s business and, at the time of its purchase of such
      securities such Selling Stockholder had no agreements or understandings,
      directly or indirectly, with any person to distribute any such securities.
      

     

    The
      Company has advised each Selling Stockholder that it may not use shares
      registered on this Registration Statement to cover short sales of Common Stock
      made prior to the date on which this Registration Statement shall have been
      declared effective by the Commission. If a Selling Stockholder uses this
      prospectus for any sale of the Common Stock, it will be subject to the
      prospectus delivery requirements of the Securities Act. The Selling Stockholders
      will be responsible to comply with the applicable provisions of the Securities
      Act and Exchange Act, and the rules and regulations thereunder promulgated,
      including, without limitation, Regulation M, as applicable to such Selling
      Stockholders in connection with resales of their respective shares under this
      Registration Statement.

     

    The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares, but the Company will not receive any proceeds from the sale of
      the
      Common Stock. The Company has agreed to indemnify the Selling Stockholders
      against certain losses, claims, damages and liabilities, including liabilities
      under the Securities Act. 

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    Annex
      B

     

    CHINA
      AGRITECH, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      of
      China Agritech, Inc., a Delaware corporation (the “Company”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      Registration Statement for the registration and resale of the Registrable
      Securities, in accordance with the terms of the Registration Rights Agreement,
      dated as of June 29th,
      2007
      (the “Registration
      Rights Agreement”),
      among
      the Company and the Investors named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms used and not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	   

	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	   

	 


    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	   

	 


    

     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	   
	   
              
	   
	     
	   
	  

	
              Telephone: 

            	   
              
	
              Fax: 

            	   
              
	
              Contact
                Person: 

            	   
              


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	 	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

     

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
o  No
o

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    
      Yes
o  No
o

       

    

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    
      Yes
o  No
o

       

    

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	 	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    6.
      Relationships with the Company:

     

    Except
      as
      set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

     

    7. The
      Company has advised each Selling Stockholder that it may not use shares
      registered on the Registration Statement to cover short sales of Common Stock
      made prior to the date on which the Registration Statement is declared effective
      by the Commission, in accordance with 1997 Securities and Exchange Commission
      Manual of Publicly Available Telephone Interpretations Section A.65. If a
      Selling Stockholder uses the prospectus for any sale of the Common Stock, it
      will be subject to the prospectus delivery requirements of the Securities Act.
      The Selling Stockholders will be responsible to comply with the applicable
      provisions of the Securities Act and Exchange Act, and the rules and regulations
      thereunder promulgated, including, without limitation, Regulation M, as
      applicable to such Selling Stockholders in connection with resales of their
      respective shares under the Registration Statement.The undersigned agrees to
      promptly notify the Company of any inaccuracies or changes in the information
      provided herein that may occur subsequent to the date hereof and prior to the
      Effective Date for the Registration Statement.

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

     

    
      
        	Dated:
                	   
                	 	Beneficial
                Owner: 	   
                


      
  

    
      	
            	By:  	        
	 	 	Name:
	 	 	Title: 


    

     

    
      
         

      

      
        25