November 29, 2010 Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20 th Floor New York, NY 10020 Ladies and Gentlemen: Origin Agritech Limited, a company organized under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “ Agreement ”) with Rodman & Renshaw, LLC (the “ Manager ”) as follows: Description of Shares . The Company...