SideLetter Agreement

Side Letter Agreement

This Side Letter Agreement (the “Agreement”), dated as of July 14, 2009, is made by and among RINO International Corporation, a Nevada corporation (the “Company”), and Blue Ridge Investments LLC (“Blue Ridge”). Reference is made to that certain Securities Purchase Agreement, dated September 27, 2007, by and among the Company, Innomind Group Limited, Dalian Innomind Environment Engineering Co., Ltd. (“WOFE”), Dalian RINO Environmental Engineering Science and Technology Co., Ltd. (“Dalian Rino”, and together with WOFE and the Company, collectively, the “Rino Group”) and the investors signatories thereto, as amended (the “Securities Purchase Agreement”).

WHEREAS, pursuant to Section 4.13 of the Securities Purchase Agreement, Blue Ridge has the right to designate one member to the Board of Directors of the Company or, at Blue Ridge’s option, of WOFE or of Dalian Rino and the Rino Group is required to take, all necessary corporate and other action to have any such designee elected to the Board of the Company, WOFE or Dalian Rino, as applicable within 10 business days of receipt of a request to cause such designee to be elected (the “Board Designation Right”); and

 

WHEREAS, as of the date hereof, Blue Ridge has not exercised the Board Designation Right and the parties hereto desire to replace Blue Ridge’s Board Designation Right with a board observation right under the terms and conditions provided in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Blue Ridge agree as follows:

 

Commencing on the date hereof, Blue Ridge hereby waives and relinquishes the Board Designation Right in exchange for a Board Observation Right as follows: for so long as Blue Ridge shall hold 100,000 shares of the Company’s common stock, par value $.0001 per share, it shall be entitled to have one representative of it attend all meetings of the Board of Directors of the Company in a nonvoting observer capacity and to be notified of all meetings of the Company's Board of Directors; provided, that Blue Ridge shall, and shall cause each of its representatives who may have access to any of the information made available at any meeting of the Company's Board of Directors or provided by the Company to its Board of Directors, agree to be subject to the Company’s Policy Statements on Non-public Information Disclosure and Communications in substantially the form attached hereto as Exhibit A, which policy statements shall hereby be incorporated as part of this Agreement; provided further, that the Company reserves the right not to provide information to Blue Ridge or its representatives and to exclude them from any meeting or portion thereof if attendance at such meeting by them would adversely affect the attorney-client privilege between the Company and its counsel or if any of Blue Ridge or its representatives is or becomes a competitor, or affiliated in any manner with a competitor, of the Company.

 

 

 

All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, facsimile, or electronic mail and shall be sent to the parties hereto at their respective addresses, facsimile numbers or electronic mail addresses set forth below their respective signatures on the signature pages.

 

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this Side Letter Agreement as of the date first written above.

By:_________________________________

Name:  Zou Dejun

Title:  Chief Executive Officer

Date of Signature: _____________________

Attn:

Qiu Jianping

Address:

11 Youquan Road, Zhanqian Street,

Jinzhou District, Dalian,

People’s Republic of China 116100

Email:

***@***

Phone:

011 86 411 8766 2700

 

By:_________________________________

Name:

Title:

Attn:  RINO 0807 Deal Team. 

Email: ***@***

Fax ###-###-####,