AMENDMENT OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT
2.4
AMENDMENT
OF REGISTRATION RIGHTS AGREEMENT
Reference
is made to that certain Registration Rights Agreement (the “Agreement”)
entered into as of July 25, 2007 among Origin Agritech Ltd., a British Virgin
Islands limited liability company (the “Company”),
State
Harvest Holdings Limited, a British Virgin Islands limited liability company
wholly-owned by the Company (the “Guarantor”)
and
Citadel Equity Fund Ltd. All capitalized terms used but not defined therein
shall have the meanings as set forth in the Agreement.
WHEREAS,
pursuant to Section 2(a) of the Agreement, the Company is required to file
under
the
Securities Act as promptly as practicable but in any event within 90 days of
the
Closing Date (the “Filing
Period”),
a
shelf registration statement providing for the registration of, and the sale
on
a continuous or delayed basis by the Holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by
the
Commission (the “F-3
Filing Obligation”);
and
WHEREAS,
pursuant to the Section 11(a) of the Agreement, no provision of the Agreement
can be amended without the Company having obtained the written consent of
Majority Holders;
WHEREAS,
Citadel
Equity Fund Ltd.,
as the
Majority Holder, agrees to amend Section 2(a) and Section 2(d) of the Agreement
to allow for a Filing Period of 159 days;
NOW
THEREFORE, in accordance with Section 11(a) of the Agreement, Majority Holder
hereby agrees to the following:
|
1.
|
Amend
Section 2(a) of the Agreement to read as
follows:
|
“The
Company and the Guarantor agree to file under the Securities Act as promptly
as
practicable but in any event within 159
days
after the latter of (x) the Closing Date and (y) the date on which the Company
becomes eligible to so file (the latter date hereinafter being referred to
as
the “Eligibility
Date”)
(i.e.,
on or before December 31, 2007),
a shelf
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the Holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by
the
Commission. The Company and the Guarantor agree to use their reasonable efforts
to cause the Shelf Registration Statement to become effective within
249
days
after the Eligibility Date; provided, however, that the Company may, upon
written notice to all Holders, postpone having the Shelf Registration Statement
declared effective for a reasonable period not to exceed 30 consecutive days
per
postponement and provided that all such postponement periods total no more
than
60 days in the aggregate in any 365-day period if the Company possesses material
non-public information, the disclosure of which would have a material adverse
effect on the Company and its subsidiaries taken as a whole. The Company and
the
Guarantor shall use its reasonable efforts to keep such Shelf Registration
Statement continuously effective until the earlier of (x) the date that there
are no longer any Registrable Securities outstanding; (y) the expiration of
the
period referred to in Rule 144(k) of the Securities Act with respect to all
Registrable Securities held by Persons that are not Affiliates of the Company;
and (z) two years from the date (the “Effective
Date”)
such
Registration Statement is declared effective (the “Effective
Period”).
Without prejudice to any registration rights, existing as of the date hereof,
held by the Company’s securityholders or the Guarantors’ securityholders with
respect to the Company’s securities or the Guarantors’ securities, respectively,
none of the Company’s securityholders or the Guarantors’ securityholders (other
than Holders of Registrable Securities) shall have the right to include any
of
the Company’s securities or the Guarantors’ securities in the Shelf Registration
Statement.”
|
2.
|
Amend
Section 2(d) of the Agreement to read as follows:
|
“(i)
if
the
Shelf Registration Statement is not filed with the Commission within
159
days
following the Eligibility Date (i.e.,
before or on December 31, 2007),
then
commencing on the 160th day
after
the Eligibility Date (i.e.,
January 1, 2008),
Additional Interest shall accrue on the principal amount of the outstanding
Notes that are Registrable Securities at a rate of 0.25% per annum for the
first
90 days following such 160th day
(i.e.,
January 1, 2008) and
at a
rate of 0.50% per annum thereafter; or”
“(ii)
if
the
Shelf Registration Statement is not declared effective and does not otherwise
become effective within 249
days
following the Eligibility Date, then commencing on the 250th
day
after the Eligibility Date, Additional Interest shall accrue on the principal
amount of the outstanding Notes that are Registrable Securities at a rate of
0.25% per annum for the first 90 days following such 250th
day and
at a rate of 0.50% per annum thereafter; or”
| CITADEL EQUITY FUND LTD. | ||
|
|
||
| By: | Citadel Limited Partnership, its Portfolio | |
| Manager | ||
| |
|
|
| By: | Citadel Investment Group, L.L.C., its General | |
|
Partner
|
||
| By: | ||
|
Name:
Title: Authorized
Signatory
|
||
Acknowledged
and Accepted by:
| By: | |||
|
Name: ▇▇▇
▇▇▇▇▇▇▇▇
Title:
Director
|
|||
STATE
HARVEST HOLDINGS LIMITED
| By: | |||
|
Name: ▇▇▇
▇▇▇▇▇▇▇▇
Title:
Director
|
|||