[Zhixin (Frank) Xue Resigned as COO of Agria; Beijing, China — April 7, 2008 On March 26, 2008, Mr. Xue informed the Company’s Board of Directors (the “Board”) that he intended to resign from his positions at the Company. Under the Company’s corporate governance guidelines, the Board may accept or reject the resignation request of any director and/or officer. The] [ESCROW AGREEMENT Escrow Agent Escrow Agreement Depositor Escrow Agent THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time and including any and all written instructions given to “ WHEREAS WHEREAS Company NOW THEREFORE 1. Appointment Depositor hereby appoints the Escrow Agent as its escrow agent for the purposes set forth herein, and the Escrow]

[Zhixin (Frank) Xue Resigned as COO of Agria; Beijing, China April7, 2008 On March26, 2008, Mr.Xue informed the Companys Board of Directors (the Board) that he intended to resign from his positions at the Company. Under the Companys corporate governance guidelines, the Board may accept or reject the resignation request of any director and/or officer.], [ESCROW AGREEMENT Escrow Agent Escrow Agreement Depositor Escrow Agent THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time and including any and all written instructions given to WHEREAS WHEREAS Company NOW THEREFORE 1. Appointment Depositor hereby appoints the Escrow Agent as its escrow agent for the purposes set forth]