[] [SHARE PURCHASE AGREEMENT BY AND BETWEEN AGRIA CORPORATION AND XUE ZHIXIN July 13, 2010 TABLES OF CONTENTS Pages ARTICLE I DEFINITIONS 1 SECTION 1.01. Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE 3 SECTION 2.01. Purchase and Sale 3 SECTION 2.02. Purchase Price 3 SECTION 2.03. Closing 3 SECTION 2.04. Deliveries at the Closing 3 4 SECTION 3.01. Authority] [ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE CALL OPTION Assignment Assignor Assignee P3A Exclusive Call Option Agreement Exclusive Call Option WHEREAS, the Assignor and the shareholders of Primalights III Agriculture Development Co., Ltd. (“ Agria Share Purchase Agreement WHEREAS, Agria Corporation, a company organized and existing under the laws of Cayman Islands (“ NOW, THEREFORE, in] [PROPRIETARY TECHNOLOGY LICENSE AGREEMENT this Agreement This Proprietary Technology License Agreement (hereinafter referred to as “ Party A: Xue Zhixin Party B: Primalights III Agriculture Development Co., Ltd. WHEREAS: (1) Party A is a citizen of the People’s Republic of China, who owns non-patent technologies listed in Annex I (such technologies and related information, manual, handbook, files, etc. hereinafter referred] [ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE TECHNOLOGY DEVELOPMENT Assignment Assignor Assignee P3A Technology Development Agreement WHEREAS, the Assignor and Primalights III Agriculture Development Co., Ltd. (“ Agria Share Purchase Agreement WHEREAS, Agria Corporation, a company organized and existing under the laws of Cayman Islands (“ NOW, THEREFORE, in consideration of the foregoing premises and other] [Notice of Termination of the Proprietary Technology License Agreement July 13, 2010 To: Primalights III Agriculture Development Co., Ltd. Address: Middle Area of Highway 73, Zhuang Er Shang Village, Fax: 0351- 7123671 Tel: 0351- 7870123 Ladies and Gentlemen, Licence Agreement Aero-Biotech China P3A Reference is made to the Proprietary Technology License Agreement dated as of June 8, 2007 (herein refered] [EXCLUSIVE CONSULTANCY SERVICE AGREEMENT This “Exclusive Consultancy Service Agreement” (the “Agreement”) is entered into by and between the following parties on July 13, 2010: Party A: Xue Zhixin, a Chinese citizen, identity card number: 140102196210230813 Party B: Primalights III Agriculture Development Co., Ltd. WHEREAS: 1. Party A is citizen of the People’s Republic of China. 2. Party B is a] [Notice of Termination of the Exclusive Consultancy Service Agreement July 13, 2010 To: Primalights III Agriculture Development Co., Ltd. Address: Primalights III Agriculture Development Co., Ltd. Huang Ling Rural Area, Xiaodian District, Taiyuan City Tel: 0351- 7870123 Fax: 0351- 7123671 Ladies and Gentlmen, Service Agreement Aero-Biotech China P3A We refer to the Exclusive Consultancy Service Agreement (hereinafter referred to as] [NOTICE OF TERMINATION OF THE EQUITY PLEDGE AGREEMENT July 13, 2010 To: Primalights III Agriculture Development Co., Ltd. Juan Li Zhaohua Qian Zhixin Xue Mingshe Zhang Aero-Biotech China P3A P3A Shareholders Main Contracts WHEREAS, on June 8, 2007, Aero-Biotech Science & Technology Co., Ltd. (hereinafter referred to as “ Equity Pledge Agreement WHEREAS, on June 8, 2007, Aero-Biotech, P3A and] [LETTER OF UNDERTAKING Mr. Xue Zhixin Address: 25th Floor, Jin Gang Hotel, Aero-Biotech Letter of Undertaking P3A Aero-Biotech Science & Technology Co., Ltd. (hereinafter referred to as “ Aero-Biotech hereby irrevocably undertakes to Mr. Xue Zhixin that: To the extent permitted by laws, regulations or legal procedures of the People’s Republic of China, Aero-Biotech shall transfer without compensation and after] [June 28, 2011 Ladies and Gentlemen: Shenzhen, People’s Republic of China] [Shareholders Agreement Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Agria Corporation Shareholders Agreement Details 4 Agreed terms 5 1. Defined terms and interpretation 5 1.1 Defined terms 5 1.2 Interpretation 6 1.3 Headings 6 2. Commencement 7] [28 June 2011 Agria Group Limited (as Chargor) and New Hope International (Hong Kong) Limited (as Chargee) Charge Over Shares in Agria Asia Investments Limited This Charge Between: (1) Agria Group Limited Chargor (2) New Hope International (Hong Kong) Limited Chargee Whereas: (A) Subscription Agreement Shareholder Agreement The Chargor, the Chargee and Agria Asia Investments Limited entered into a subscription] [28 June 2011 Guanglin Lai as Guarantor and New Hope International (Hong Kong) Limited as Beneficiary DEED OF GUARANTEE CONTENTS Clause Page 1. Interpretation 1 2. Guarantee 2 3. Discharge And Release 2 4. Demands 3 5. Permitted Transfer 3 6. Choice Of Law 3 7. Jurisdiction And Process Agent 3 THIS GUARANTEE BETWEEN (1) Guarantor Guanglin Lai, holding passport] [Dated 28 June 2011 between Agria Corporation and Guanglin Lai DEED OF INDEMNIFICATION THIS DEED (1) Company Agria Corporation, a company incorporated under the laws of Cayman Islands (the “ (2) Indemnified Person” Guanglin Lai (the “ WHEREAS: (A) Agria Group New Hope Shareholders Agreement Agria Asia Agria Group Limited (“ (B) Deed of Guarantee Guarantee (C) IT IS AGREED] [List of Subsidiaries Name Place of Incorporation Agria Group Limited British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia Investments Limited British Virgin Islands Agria (Singapore) Pte. Ltd. Singapore Aero Biotech Science & Technology Co., Ltd. PRC Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Limited Hong Kong PGG Wrightson Group Ltd. New Zealand Agria] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, John Layburn, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xie Tao Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. John Layburn Acting Chief Financial Officer] [[Letterhead of Commerce & Finance Law Offices] June 28, 2011 Agria Corporation Ladies and Gentlemen: Sincerely yours, Commerce & Finance Law Offices] [[Letterhead of Maples and Calder] Our ref GDK/JLL/630408/3932871v1 Direct tel +852 2971 3090 Email jo.lit@maplesandcalder.com Agria Corporation 28 June 2011 Dear Sirs, Re: Agria Corporation (the “Company”) Yours faithfully, Maples and Calder] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6, as to which the date is June 28, 2011), with respect to the consolidated financial statements of] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 28, 2011, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual Report on Form 20-F for]