WAIVER AND CONSENT

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

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

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

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

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

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

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

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

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

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

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

Section 3.           Consent on the Termination of the Effect of Section 4.16 of the SPA.   The Investors hereby waive any and all rights arising under Section 4.