EFiled: Nov 12 2014 01:45PM EST Transaction ID 56327294

Case No. 7163-VCL

EXHIBIT A

572803v1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE CHINA AGRITECH, INC.

SHAREHOLDER DERIVATIVE

LITIGATION

)

)

)

)

Cons. C.A. No. 7163-VCL

[PROPOSED] SCHEDULING ORDER

WHEREAS, Plaintiff Thang D. Nguyen, defendants Yu Chang, Xiao Rong

Teng, Gene Michael Bennett, Lun Zhang Dai, Hai Lin Zhang, Yau-Sing “Gareth”

Tang, Ming Fang Zhu, Charles Law, Zheng “Anne” Wang, Xuenong Zhang and

Kelvin Sim and nominal defendant China Agritech, Inc. have made application,

pursuant to Court of Chancery Rules 23(e) and 23.1(c), for an order: (i) approving

distribution of the Notice of Pendency and Settlement of Class Action and

Derivative Action and Settlement Hearing (the “Notice”) attached as Exhibit B to

the Stipulation and Agreement of Compromise, Settlement, and Release dated

November 12, 2014 (the “Stipulation”); and (ii) determining certain additional

matters in connection with the proposed settlement (the “Settlement”) of the

above-captioned putative class and derivative action (the “Action”) and for

dismissal of the Action in accordance with the Stipulation;

WHEREAS, all capitalized terms contained herein shall have the same

meanings as set forth in the Stipulation (in addition to those capitalized terms

defined herein); and

EFiled: Nov 12 2014 01:45PM EST Transaction ID 56327294

Case No. 7163-VCL

572803v1 -2-

WHEREAS, this Court, having considered the Stipulation and the exhibits

annexed thereto and having heard the arguments of the parties, if any;

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. For purposes of settlement only, and pending the Settlement Hearing

(defined below):

(a) the Court preliminarily finds and concludes that (i) the

Settlement Class (defined below) is so numerous that joinder of all Settlement

Class members in the Action is impracticable; (ii) there are questions of law and

fact common to the Settlement Class which predominate over any individual

questions; (iii) the claims of the Plaintiff are typical of the claims of the Settlement

Class; (iv) Plaintiff and his counsel have fairly and adequately represented and

protected the interests of all of the Settlement Class Members; (v) the prosecution

of separate actions by individual Settlement Class Members would create a risk of

inconsistent or varying adjudications with respect to individual Settlement Class

Members which would establish incompatible standards of conduct for

Defendants, and as a practical matter, the disposition of this Action will influence

the disposition of any pending or future identical cases brought by other Settlement

Class Members; and (vi) there were allegations that Defendants acted or refused to

act on grounds generally applicable to the Settlement Class;

572803v1 -3-

(b) this Action is temporarily certified as a class action for the

purposes of the settlement only pursuant to Court of Chancery Rules 23(a) and

23(b)(1) and (b)(2) on behalf of a class consisting of any and all beneficial

stockholders and stockholders of record of China Ag’s common stock as of

October 17, 2012, including any and all of their respective successors in interest,

predecessors, representatives, trustees, executors, administrators, heirs, assigns, or

transferees, immediate and remote, and any Person acting for or on behalf of, or

claiming under, any of them, and each of them (the “Settlement Class”), and that

such stockholders shall not have the right to opt out of the Settlement Class.

Excluded from the Settlement Class are Defendants, all current and former officers

and directors of China Ag and any person, firm, trust, corporation, or other entity

related to, or affiliated with the current and former directors and officers of China

Ag. Notwithstanding the foregoing, the Settlement Class shall include The Carlyle

Group, Carlyle Asia Growth Partners IV, L.P., CAGP IV Co-Investment, L.P.,

Carlyle Group Management L.L.C., Carlyle Group L.P., Carlyle Holdings II GP

L.L.C., Carlyle Holdings II L.P. and TC Group Cayman Investment Holdings Sub

L.P., and all of their predecessors and successors, and all present and former

parents, subsidiaries, divisions, and related or affiliated entities; and

(c) The Court provisionally certifies Plaintiff Thang D. Nguyen as

class representative and the law firms of Prickett, Jones & Elliott, P.A. and Kessler

572803v1 -4-

Topaz Meltzer & Check, LLP (“Plaintiff’s Counsel”) as class counsel. Plaintiff’s

Counsel are authorized to act on behalf of the Settlement Class with respect to all

acts required by, or which may be undertaken pursuant to, the Stipulation or such

other acts that are reasonably necessary to consummate the proposed Settlement set

forth in the Stipulation.

2. A hearing (the “Settlement Hearing”) shall be held before this Court

on _____________, 2014, at ____ _.m. at the Court of Chancery, 500 N. King

Street, Wilmington, Delaware, 19801, to:

(a) determine whether the temporary class action certification made

herein should be made final;

(b) determine whether to certify Plaintiff Thang D. Nguyen as class

representative and Prickett, Jones & Elliott, P.A. and Kessler Topaz Meltzer &

Check, LLP as Class Counsel;

(c) determine whether the proposed Settlement of the Action on the

terms and conditions provided for in the Stipulation is fair, reasonable and

adequate and in the best interests of the Settlement Class, China Ag and its

stockholders;

(d) determine whether the Plan of Distribution for the proceeds of

the Settlement should be approved by the Court as fair and reasonable;

(e) hear and rule on objections to the Settlement, if any;

572803v1 -5-

(f) consider Plaintiff’s Counsel’s Fee and Expense Application;

(g) determine whether the Final Order and Judgment, substantially

in the form attached as Exhibit D to the Stipulation, should be entered herein, inter

alia, dismissing the Action with prejudice; and

(h) rule on such other matters as the Court may deem appropriate.

3. Plaintiff’s Counsel is hereby authorized to retain Strategic Claims

Services as the Claims Administrator in connection with the Settlement to

supervise and administer the notice and claims procedures as well as the

processing of claims as more fully set forth below and in the Stipulation.

4. The Court approves, as to form and content, the Notice (attached to

the Stipulation as Exhibit B) and finds that the mailing and distribution of the

Notice substantially in the manner and form set forth in this Scheduling Order

meets the requirements of Court of Chancery Rules 23 and 23.1, due process, and

applicable law, is the best notice practicable under the circumstances, and shall

constitute due and sufficient notice to all Persons entitled thereto.

5. No later than twenty (20) calendar days after entry of this Scheduling

Order (the “Notice Date”), the Claims Administrator shall cause a copy of the

Notice and the Claim Form, substantially in the forms attached to the Stipulation as

Exhibits B and C, respectively, to be mailed by first-class mail, postage prepaid, to

all China Ag stockholders as of a date between the date of this Order and the

572803v1 -6-

mailing of Notice (“Current China Ag Stockholders”) and all members of the

Settlement Class who may be identified through reasonable effort, including

through the cooperation of China Ag and/or its transfer agents to provide

stockholder lists as set forth in the Stipulation.

6. The Claims Administrator shall use reasonable efforts to give notice

to brokers and other nominees who held China Ag common stock for the benefit of

another Person entitled to notice provided herein. The Court will request these

brokers and other nominees to either: (a) send the Notice and Claim Form to all

such beneficial owners, postmarked within ten (10) calendar days of receipt of the

Notice; or (b) send a list of the names and addresses of such beneficial owners to

the Claims Administrator within ten (10) calendar days of receipt of the Notice, in

which event the Claims Administrator shall mail the Notice and Claim Form to

such beneficial owners within ten (10) calendar days after receipt thereof. The

Claims Administrator is authorized to pay the costs of providing Notice from the

Escrow Account. Upon full compliance with this Scheduling Order, including the

timely mailing of the Notice and Claim Form to beneficial owners, such brokers

and other nominees may seek reimbursement of their reasonable expenses actually

incurred in complying with this Scheduling Order by providing the Claims

Administrator with proper documentation supporting the expenses for which

reimbursement is sought and reflecting compliance with these instructions,

572803v1 -7-

including timely mailing of the Notice and Claim Form. Such properly

documented expenses incurred by nominees in compliance with the terms of this

Scheduling Order shall be paid from the Gross Settlement Fund in accordance with

the provisions of the Stipulation, subject to further order of this Court with respect

to any dispute concerning such compensation.

7. All papers in support of the Settlement and the Fee and Expense

Application shall be filed by Plaintiffs’ Counsel with the Court and served at least

twenty-one (21) calendar days prior to the Settlement Hearing. The parties shall

file with the Court and serve responses to any objections filed pursuant to ¶ 9

below at least seven (7) calendar days prior to the Settlement Hearing.

8. Any Current China Ag Stockholder or Settlement Class Member may

appear and show cause, if he, she or it has any reason why the terms and conditions

of the proposed Settlement should not be approved as fair, reasonable and

adequate; why a Final Order and Judgment should not be entered thereon; or why

the Fee and Expense Application should not be approved; provided, however, that

unless otherwise ordered by the Court, no Current China Ag Stockholder or

Settlement Class Member shall be heard or entitled to contest the approval of all or

any of the terms and conditions of the proposed Settlement, the Fee and Expense

Application, or, if approved, the Final Order and Judgment to be entered thereon

approving the same, unless at least fourteen (14) calendar days prior to the

572803v1 -8-

Settlement Hearing directed herein: (a) a written notice of intention to appear;

(b) evidence proving (i) with respect to Current China Ag Stockholders, current

ownership of China Ag common stock, and (ii) with respect to Settlement Class

Members, membership in the Settlement Class, including the number of shares of

China Ag common stock held as of October 17, 2012; (c) a detailed statement of

such stockholder’s objection to any matters before the Court; and (d) the grounds

for such objections and/or the reasons that such persons desires to appear and be

heard as well as all documents and writings such Person desires the Court to

consider shall be filed with the Register in Chancery, Court of Chancery, 500 N.

King Street, Wilmington, Delaware 19801, and on or before such filing shall be

served electronically, or by overnight mail or hand delivery upon the following

counsel of record:

Paul A. Fioravanti, Jr.

PRICKETT, JONES & ELLIOTT, P.A.

1310 King Street

P.O. Box 1328

Wilmington, DE 19899

Counsel for Plaintiff

Richard D. Heins

ASHBY & GEDDES

500 Delaware Avenue, 8th

Floor

Wilmington, DE 19899

Counsel for Defendants Yu Chang, Xiao Rong Teng, Yau-Sing Tang, Gene

Michael Bennett, Lun Zhang Dai, Hai Lin Zhang, Ming Fang Zhu, Zheng

Wang, Xuenong Zhang, and Kai Wai Sim

572803v1 -9-

David A. Jenkins

SMITH, KATZENSTEIN & JENKINS LLP

800 Delaware Avenue

P.O. Box 410

Wilmington, DE 19899

Counsel for Nominal Defendant China Agritech, Inc.

Bradley R. Aronstam

SEITZ ROSS ARONSTAM & MORITZ LLP

100 South West Street, Suite 400

Wilmington, DE 19801

Counsel for Defendant Charles Law

Any Current China Ag Stockholder or Settlement Class Member who does

not make his, her or its objection in the manner provided herein shall be deemed to

have waived such objection and shall forever be foreclosed from making any

objection to the fairness, reasonableness, or adequacy of the Settlement as

incorporated in the Stipulation and to the Fee and Expense Application, unless

otherwise ordered by the Court, but shall otherwise be bound by any Final Order

and Judgment entered and any releases given.

9. Any Settlement Class Member who wishes to be eligible to participate

in the Net Settlement Fund must timely submit a valid Claim Form to the Claims

Administrator, at the Post Office Box indicated in the Notice, postmarked no later

than one hundred and twenty (120) calendar days following the Notice Date. Such

deadline may be extended further by Court order. A Claim Form shall be deemed

to be submitted when mailed, if received with a postmark indicated on the

572803v1 -10-

envelope and if mailed by first-class mail and addressed in accordance with the

instructions thereon. In all other cases, the Claim Form shall be deemed to have

been submitted when actually received by the Claims Administrator. To be valid,

a Claim Form must: (a) be completed in a manner that permits the Claims

Administrator to determine the eligibility of the claim as set forth in the Claim

Form; (b) include the release by the claimant of all Released Parties as set forth in

the Stipulation; and (c) be signed with an affirmation that the information

contained therein is true and correct. As part of the Claim Form, each Settlement

Class Member shall submit to the jurisdiction of the Court with respect to the claim

submitted, and shall (subject to the effectuation of the Settlement reflected in the

Stipulation) agree and enter into the release as provided in the Stipulation. All

Settlement Class Members who do not submit a valid and timely Claim Form shall

be barred forever from receiving any payments from the Net Settlement Fund, but

will, in all other respects, be subject to and bound by the provisions of the

Stipulation and the Final Order and Judgment, if entered, whether favorable or

unfavorable and whether or not they submit a Claim Form.

10. If the Settlement, including any amendment made in accordance with

the Stipulation, is not approved by the Court or shall not become effective for any

reason whatsoever, the Settlement (including any modification thereof) and any

actions taken or to be taken in connection therewith (including this Scheduling

572803v1 -11-

Order and any judgment entered herein), shall be terminated and shall become void

and of no further force and effect except as set forth in the Stipulation.

11. Neither the Stipulation, nor any act performed or document executed

pursuant to or in furtherance of the Stipulation: (i) is or may be deemed to be or

may be used as an admission of, or evidence of, the validity of any Released Class

Claim or Released Derivative Claim or of any wrongdoing or liability of

Defendants; or (ii) is or may be deemed to be or may be used as an admission of,

or evidence of, any fault or omission of any Defendant in any civil, criminal, or

administrative proceeding in any court, administrative agency, or other tribunal,

other than in such proceedings as may be necessary to consummate or enforce the

Stipulation or the Final Order and Judgment, except that Defendants may file the

Stipulation and Final Order and Judgment: (a) in any action that may be brought

against them in order to support a defense or counterclaim based on principles of

res judicata, collateral estoppel, release, good faith settlement, judgment ban or

reduction, or any other theory of claim preclusion or issue preclusion or similar

defense or counterclaim; or (b) to challenge on the basis of double recovery the

ability of any member(s) of the Settlement Class to recover damages or any form

of settlement in any subsequent action, including but not limited to the action

captioned Resh v. China Agritech, Inc., et al., No. 2:14-cv-05083 (C.D. Cal).

572803v1 -12-

12. All Current China Ag Stockholders and all Settlement Class Members

shall be bound by all orders, determinations and judgments in the Action

concerning the Settlement, whether favorable or unfavorable thereto.

13. All proceedings in the Action, other than as may be necessary to carry

out the terms and conditions of the Settlement, are hereby stayed and suspended

pending final determination of whether the Settlement shall be approved.

14. Pending final determination of whether the Settlement should be

approved, no China Ag stockholder, either directly, derivatively, representatively,

or in any other capacity, shall commence or further prosecute against any of the

Released Persons any action or proceeding in any court or tribunal asserting any of

the Released Derivative Claims or Released Class Claims.

15. The Court reserves the right to adjourn the date of the Settlement

Hearing or modify any other dates set forth herein without further notice of any

kind other than oral announcement at the Settlement Hearing or any adjournment

thereof, and retains jurisdiction to consider all further applications arising out of or

connected with any stockholder’s rights and this Settlement.

16. The Court may approve the Settlement, with such modifications as

may be agreed to by the Settling Parties, if appropriate, without further notice to

Current China Ag Stockholders or Settlement Class Members.

572803v1 -13-

IT IS SO ORDERED.

DATED: __________________

____________________________

Vice Chancellor

EFiled: Nov 12 2014 01:45PM EST Transaction ID 56327294

Case No. 7163-VCL

EFiled: Nov 12 2014 01:45PM EST Transaction ID 56327294

Case No. 7163-VCL

EXHIBIT D

572808v1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE CHINA AGRITECH, INC.

SHAREHOLDER DERIVATIVE

LITIGATION

)

)

)

)

Cons. C.A. No. 7163-VCL

[PROPOSED] FINAL ORDER AND JUDGMENT

This Court, having considered the Stipulation and Agreement of

Compromise, Settlement, and Release dated as of November 12, 2014, including

all exhibits thereto (the “Stipulation”), between (i) plaintiff Thang D. Nguyen

(“Plaintiff”), on behalf of himself, derivatively on behalf of China Agritech, Inc.

(“China Ag” or the “Company”), and on behalf of the Settlement Class (as defined

below); (ii) the Individual Defendants (as defined in the Stipulation); and

(iii) nominal defendant China Ag, and having held a hearing on _______________,

2015; and having considered all of the submissions and arguments with respect

thereto, including any objections to the Settlement, and for the reasons stated on

the record:

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. This Final Order and Judgment (“Judgment”) incorporates herein and

makes a part hereof, the Stipulation, including the exhibits thereto. Unless

otherwise defined herein, all capitalized terms used herein shall have the same

meanings as set forth in the Stipulation.

EFiled: Nov 12 2014 01:45PM EST Transaction ID 56327294

Case No. 7163-VCL

572808v1 -2-

2. This Court has jurisdiction over the subject matter of the Action,

including all matters necessary to effectuate the Settlement, and over all Settling

Parties, including all Settlement Class Members, in the context of this Action.

3. The record shows that Notice has been given to Current China Ag

Stockholders and Settlement Class Members in the manner approved by the Court

in its Scheduling Order dated ___________, 2014. The Court finds that such

Notice: (i) constitutes reasonable and the best notice practicable under the

circumstances; (ii) constitutes notice that was reasonably calculated, under the

circumstances, to apprise all Current China Ag Stockholders and Settlement Class

Members who could reasonably be identified of the pendency of the Action, the

terms of the Settlement, and Current China Ag Stockholders’ and Settlement Class

Members’ right to object to and to appear at the settlement hearing held on

____________________, 2015 (the “Settlement Hearing”); (iii) constitutes due,

adequate, and sufficient notice to all persons or entities entitled to receive notice in

accordance with Court of Chancery Rules 23(e) and 23.1(c); and (iv) meets the

requirements of due process.

4. The Court hereby finds, pursuant to Court of Chancery Rules 23(a),

23(b)(1) and (b)(2) as follows:

(a) that (i) the Settlement Class (defined below) is so numerous

that joinder of all Settlement Class members in the Action is impracticable;

572808v1 -3-

(ii) there are questions of law and fact common to the Settlement Class which

predominate over any individual questions; (iii) the claims of the Plaintiff are

typical of the claims of the Settlement Class; (iv) Plaintiff and his counsel have

fairly and adequately represented and protected the interests of all of the

Settlement Class Members; (v) the prosecution of separate actions by individual

Settlement Class Members would create a risk of inconsistent or varying

adjudications with respect to individual Settlement Class Members which would

establish incompatible standards of conduct for Defendants, and as a practical

matter, the disposition of this Action will influence the disposition of any pending

or future identical cases brought by other Settlement Class Members; and (vi) there

were allegations that Defendants acted or refused to act on grounds generally

applicable to the Settlement Class;

(b) that the requirements of Court of Chancery Rules 23(a) and

23(b)(1) and (b)(2) have been satisfied;

(c) that the Action is hereby certified as a class action for the

purposes of the settlement only on behalf of a class consisting of any and all

beneficial stockholders and stockholders of record of China Ag’s common stock as

of October 17, 2012, including any and all of their respective successors in interest,

predecessors, representatives, trustees, executors, administrators, heirs, assigns, or

transferees, immediate and remote, and any Person acting for or on behalf of, or

572808v1 -4-

claiming under, any of them, and each of them (the “Settlement Class”), and that

such stockholders shall not have the right to opt out of the Settlement Class.

Excluded from the Settlement Class are Defendants, all current and former officers

and directors of China Ag and any person, firm, trust, corporation, or other entity

related to, or affiliated with the current and former directors and officers of China

Ag. Notwithstanding the foregoing, the Settlement Class shall include The Carlyle

Group, Carlyle Asia Growth Partners IV, L.P., CAGP IV Co-Investment, L.P.,

Carlyle Group Management L.L.C., Carlyle Group L.P., Carlyle Holdings II GP

L.L.C., Carlyle Holdings II L.P. and TC Group Cayman Investment Holdings Sub

L.P., and all of their predecessors and successors, and all present and former

parents, subsidiaries, divisions, and related or affiliated entities; and

(d) that Plaintiff Thang D. Nguyen is hereby certified as class

representative and the law firms of Prickett, Jones & Elliott, P.A. and Kessler

Topaz Meltzer & Check, LLP (“Plaintiff’s Counsel”) are hereby certified as class

counsel.

5. The Court hereby fully and finally approves the Settlement, as set

forth in the Stipulation in all respects, pursuant to Court of Chancery Rules 23(e)

and 23.1(c) and finds that the Settlement is, in all respects, fair, reasonable, and

adequate, and in the best interests of the Settlement Class, China Ag and its

572808v1 -5-

stockholders. The Court has considered any submitted objections to the Settlement

and hereby overrules them.

6. The Settling Parties are hereby directed to implement and

consummate the Settlement according to the terms and provisions of the

Stipulation.

7. The Action is hereby dismissed in its entirety as to the Defendants,

with prejudice, and without costs to any party to the Action, except as otherwise

provided in the Stipulation. The parties to the Action are to bear their own costs,

except as otherwise provided in the Stipulation.

8. Upon the Effective Date, Plaintiff and the Settlement Class shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever released, relinquished and discharged the Released Class Claims against

the Released Persons and any and all claims (including Unknown Claims) arising

out of, relating to, or in connection with, the defense, settlement or resolution of

the Action against the Released Persons, whether or not such Settlement Class

Members execute and deliver a Claim Form or object to this Settlement. Plaintiff

and the Settlement Class shall be deemed to have, and by operation of the

Judgment shall have, covenanted not to sue any Released Person with respect to

such Released Class Claims, and shall be permanently barred and enjoined from

instituting, commencing or prosecuting the Released Class Claims against the

572808v1 -6-

Released Persons except to enforce the releases and other terms and conditions

contained in the Stipulation and/or Judgment entered pursuant thereto. Upon the

Effective Date, each of the Released Persons shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released,

relinquished and discharged each and all of Plaintiff, Plaintiff’s Related Persons,

the Settlement Class Members, and Plaintiff’s Counsel from all claims (including

Unknown Claims) arising out of, relating to, or in connection with, the institution,

prosecution, assertion, settlement or resolution of the Action or the Released Class

Claims.

9. Upon the Effective Date, China Ag, Plaintiff (acting on his own

behalf and derivatively on behalf of China Ag), and each of China Ag’s

stockholders (solely in their capacity as China Ag stockholders) shall be deemed to

have, and by operation of the Judgment shall have, fully, finally, and forever

released, relinquished and discharged the Released Derivative Claims against the

Released Persons and any and all claims (including Unknown Claims) arising out

of, relating to, or in connection with, the defense, settlement or resolution of the

Action against the Released Persons. China Ag, Plaintiff (acting on his own behalf

and derivatively on behalf of China Ag) and each of China Ag’s stockholders

(solely in their capacity as China Ag’s stockholders) shall be deemed to have, and

by operation of the Judgment shall have, covenanted not to sue any Released

572808v1 -7-

Person with respect to such Released Derivative Claims, and shall be permanently

barred and enjoined from instituting, commencing or prosecuting the Released

Derivative Claims against the Released Persons except to enforce the releases and

other terms and conditions contained in the Stipulation and/or Judgment entered

pursuant thereto. Upon the Effective Date, each of the Released Persons shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever released, relinquished and discharged each and all of China Ag, Plaintiff,

Plaintiff’s Related Persons and Plaintiff’s Counsel from all claims (including

Unknown Claims) arising out of, relating to, or in connection with, the institution,

prosecution, assertion, settlement or resolution of the Action or the Released

Derivative Claims.

10. Neither the Stipulation, nor any act performed or document executed

pursuant to or in furtherance of the Stipulation: (i) is or may be deemed to be or

may be used as an admission of, or evidence of, the validity of any Released Class

Claim or Released Derivative Claim or of any wrongdoing or liability of

Defendants; or (ii) is or may be deemed to be or may be used as an admission of,

or evidence of, any fault or omission of any Defendant in any civil, criminal, or

administrative proceeding in any court, administrative agency, or other tribunal,

other than in such proceedings as may be necessary to consummate or enforce the

Stipulation or this Judgment, except that Defendants may file the Stipulation and

572808v1 -8-

this Judgment: (a) in any action that may be brought against them in order to

support a defense or counterclaim based on principles of res judicata, collateral

estoppel, release, good faith settlement, judgment ban or reduction, or any other

theory of claim preclusion or issue preclusion or similar defense or counterclaim;

or (b) to challenge on the basis of double recovery the ability of any member(s) of

the Settlement Class to recover damages or any form of settlement in any

subsequent action, including but not limited to the action captioned Resh v. China

Agritech, Inc., et al., No. 2:14-cv-05083 (C.D. Cal).

11. Plaintiff’s Counsel are hereby awarded fees and expenses of

$____________ in the aggregate, to be paid from the Gross Settlement Fund,

which the Court finds to be fair and reasonable.

12. After the Effective Date, the Defendants and their Related Persons

shall have no responsibility for, interest in, or liability whatsoever with respect to

the investment or distribution of the Net Settlement Fund, the Plan of Distribution,

the determination, administration, calculation, or payment of claims, the payment

or withholding of taxes, tax expenses or any losses incurred in connection

therewith.

13. No Person shall have any claim against Plaintiff’s Counsel, the

Claims Administrator or other agent designated by Plaintiff’s Counsel based on

distributions made substantially in accordance with the Stipulation and the

572808v1 -9-

Settlement contained herein, the Plan of Distribution, or further orders of the

Court.

14. Any order approving or modifying the Plan of Distribution set forth in

the Notice or Plaintiff’s Counsel’s Fee and Expense Award shall not disturb or

affect the finality of this Judgment, the Stipulation or the Settlement contained

therein.

15. Without affecting the finality of this Judgment, the Court retains

continuing and exclusive jurisdiction over all matters relating to administration,

consummation, enforcement and interpretation of the Stipulation, the Settlement,

and of this Judgment, to protect and effectuate this Judgment, and for any other

necessary purpose. Plaintiff, Defendants, each Settlement Class Member and each

Current China Ag Stockholder are hereby deemed to have irrevocably submitted to

the exclusive jurisdiction of this Court, for the purpose of any suit, action,

proceeding or dispute arising out of or relating to the Settlement or the Stipulation,

including the exhibits thereto, and only for such purposes. Without limiting the

generality of the foregoing, and without affecting the finality of this Judgment, the

Court retains exclusive jurisdiction over any such suit, action or proceeding.

Solely for purposes of such suit, action or proceeding, to the fullest extent they

may effectively do so under applicable law, Plaintiff, Defendants, each Settlement

Class Member and each Current China Ag Stockholder are hereby deemed to have

572808v1 -10-

irrevocably waived and agreed not to assert, by way of motion, as a defense or

otherwise, any claim or objection that they are not subject to the jurisdiction of this

Court, or that this Court is, in any way, an improper venue or an inconvenient

forum.

16. Without further order of the Court, the Settling Parties may agree to

reasonable extensions of time to carry out any of the provisions of the stipulation.

IT IS SO ORDERED.

DATED:___________________

Vice Chancellor