LOCK-UP
AGREEMENT
July 20,
2009
Roth Capital
Partners, LLC
24 Corporate
Plaza
Newport Beach,
CA 92660
Re: China
Green Agriculture, Inc. (the “ Company
”)
Ladies &
Gentlemen:
The undersigned
is an owner of record or beneficially of certain shares of common
stock, par value $.001 per share, of the Company (“ Common
Stock ”) or securities convertible into, exchangeable, or
exercisable for Common Stock, the number of which as of the date of
this Agreement is indicated on the signature page below (“
Securities ”). The Company proposes to
carry out a public offering of Common Stock (the “
Offering ”) for which you will act as the underwriter.
The undersigned recognizes that the Offering will be of benefit to
the undersigned. The undersigned acknowledges that you are relying
on the representations and agreements of the undersigned contained
in this letter in carrying out the Offering and in entering into an
Underwriting Agreement (the “ Underwriting Agreement
”) with the Company with respect to the Offering.
In
consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not, without the prior written consent of Roth
Capital Partners, LLC (which consent may be withheld in its sole
discretion), directly or indirectly, sell, offer to sell, contract
to sell, or grant any option for the sale (including without
limitation any short sale), grant any security interest in, pledge,
hypothecate, hedge, establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (collectively, the “
Exchange Act ”) or otherwise dispose of or enter into
any transaction which is designed to, or could be expected to,
result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise
by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company) of any
shares of Common Stock or any Securities (collectively, a “
Disposition ”) currently or hereafter owned either of
record or beneficially (as defined in Rule 13d-3 under the Exchange
Act) by the undersigned, or publicly announce the
undersigned’s intention to do any of the foregoing (
provided, however, that the undersigned may complete one or
more gift transfers of Securities to immediate family member(s) (as
defined in Item 404(a) of Regulation S-K under the Exchange
Act)
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