[] [EXCLUSIVE TECHNOLOGY DEVELOPMENT, TECHNOLOGY SUPPORT AND TECHNOLOGY this Contract This Exclusive Technology Development, Technology Support and Technology Services Contract (hereinafter referred to as “ BETWEEN: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong Building, Mintian Road, Futian] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Cui Yachao with ID card number: 220104195612155017 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in Shenzhen under the laws] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Cui Yachao, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Cui Yachao in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by him in] [EQUITY TRANSFER AGREEMENT Party A Transferor: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ th Address: Unit 8, 17 Legal Representative: LAI GUANGLIN Position: Executive Director Authorized Agent: Zhang Hui Position: Administrator Party B Transferee: Li Juan (hereinafter referred to as “ Address: No. 10, Yanglian Street, Yingshan Office, Guangshui, Hubei Province ID Card No.: 420983197609010023 Telephone] [Supplemental Agreement to Loan Contract November 3, 2009 SUPPLEMENTAL AGREEMENT TO LOAN CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao with ID card number: 220104195612155017 Party C: Chen Jiezhen with ID card number: 440106197702170360 WHEREAS: 1. Party A and Party B entered into the Loan Contracts on August 4, 2009 and August 25, 2009, respectively;] [Loan Contract November 3, 2009 LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Chen Jiezhen with ID card number: 440106197702170360 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly consultation: 1. Loan Amount: Party A shall lend] [Equity Pledge Contract Nov 3, 2009 EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Chen Jiezhen, a citizen of the PRC] [Exclusive Call Option Contract Nov 3, 2009 EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, a citizen of the PRC with ID card number: 440106197702170360 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: E1037693K) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [EQUITY TRANSFER AGREEMENT Party A Transferor: Cui Yachao (hereinafter referred to as “ Address: Team No. 341, Xinyi Road Committee, Hongqi Street, Chaoyang District, Changchun ID Card No.: 220104195612155017 Telephone No.: 13603076066 Party B Transferee: Chen Jiezhen (hereinafter referred to as “ th Address: Units 1 and 8, 17 ID Card No.: 440106197702170360 Telephone No.: 13602653557 Joint Venture Company Law] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Aero Biotech Science & Technology Co., Ltd. (hereinafter also referred to as the “ Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing; Party B: Pledgor Huang Hua, a citizen of the PRC with ID card] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Aero Biotech Science & Technology Co., Ltd. Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing Party B: Huang Hua, ID card number: 110108196204292252; P3A Party C: Taiyuan Primalights III Agriculture Development Co., Ltd. (hereinafter also referred to] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China P3A Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria China The above shareholder hereby irrevocably undertakes to Aero Biotech Science & Technology Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of P3A, receive any dividends, bonuses or other distributions] [POWER OF ATTORNEY China P3A I, Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. ZHIXIN XUE (Chinese ID card number: 140102621023081) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of] [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 Name Place of Incorporation Taiyuan Primalights III] [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, Christopher Boddington, 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. Christopher Boddington Chief Financial Officer] [[Letterhead of Commerce & Finance Law Offices] June 29, 2010 Agria Corporation Ladies and Gentlemen: Sincerely yours,] [[Letterhead of Maples and Calder] Our ref GDK/JLL/630408/3932871v1 Direct tel +852 2971 3090 Email jo.lit@maplesandcalder.com Agria Corporation 29 June 2010 Dear Sirs, Re: Agria Corporation (the “Company”) Yours faithfully,] [[Letterhead of DLA Piper UK LLP Beijing Representative Office] Agria Corporation June 28, 2010 VIA EMAIL Dear Sirs, Yours sincerely,] [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 reports dated June 29, 2010, with respect to the consolidated financial statements of Agria Corporation and the effectiveness of internal control over financial reporting of Agria]