0000950123-11-062179 Sample Contracts

EXCLUSIVE CONSULTANCY SERVICE AGREEMENT
Exclusive Consultancy Service Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops

This “Exclusive Consultancy Service Agreement” (the “Agreement”) is entered into by and between the following parties on July 13, 2010:

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SHARE PURCHASE AGREEMENT BY AND BETWEEN AGRIA CORPORATION AND XUE ZHIXIN July 13, 2010
Share Purchase Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into on July 13, 2010, between Mr. Xue Zhixin (a Chinese citizen who ID number is 140102196210230813) (the “Seller”), and Agria Corporation, a company organized and existing under the laws of Cayman Islands (the “Purchaser”).

Guanglin Lai as Guarantor and New Hope International (Hong Kong) Limited as Beneficiary DEED OF GUARANTEE
Deed of Guarantee • June 28th, 2011 • Agria Corp • Agricultural production-crops • Hong Kong
Agria Group Limited (as Chargor) and New Hope International (Hong Kong) Limited (as Chargee) Charge Over Shares in Agria Asia Investments Limited
Charge Over Shares • June 28th, 2011 • Agria Corp • Agricultural production-crops • Virgin Islands
Shareholders Agreement Relating to Agria Asia Investments Limited Agria Group Limited (Agria Group) New Hope International (Hong Kong) Limited (New Hope) Agria Corporation
Shareholders Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops • Virgin Islands

A Agria Group, a company incorporated under the laws of British Virgin Islands, is a wholly-owned subsidiary of Agria Corporation, a NYSE listed company incorporated under the laws of Cayman Islands.

ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE CALL OPTION
Assignment and Assumption Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE CALL OPTION (this “Assignment”) is entered into on July 13, 2010, between Aero-Biotech Science & Technology Co., Ltd. (the “Assignor”), a wholly foreign-owned enterprise organized in Beijing, China under the laws of the PRC and Mr. Xue Zhixin (Chinese citizen, ID number 140102196210230813) (the “Assignee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE TECHNOLOGY DEVELOPMENT
Assignment and Assumption Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE TECHNOLOGY DEVELOPMENT (this “Assignment”) is entered into on July 13, 2010, between Aero-Biotech Science & Technology Co., Ltd. (the “Assignor”), a wholly foreign-owned enterprise organized in Beijing, China under the laws of the PRC and Mr. Xue Zhixin (Chinese citizen, ID number 140102196210230813) (the “Assignee”).

Dated 28 June 2011 between Agria Corporation and Guanglin Lai DEED OF INDEMNIFICATION
Deed of Indemnification • June 28th, 2011 • Agria Corp • Agricultural production-crops • Hong Kong
PROPRIETARY TECHNOLOGY LICENSE AGREEMENT
Proprietary Technology License Agreement • June 28th, 2011 • Agria Corp • Agricultural production-crops

This Proprietary Technology License Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties on July 13, 2010:

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