Agria Corp Sample Contracts

AMONG
Registration Rights Agreement • October 18th, 2007 • Agria Corp • New York
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AND
Deposit Agreement • October 24th, 2007 • Agria Corp • Agricultural production-crops • New York
AMONG
Share Purchase Agreement • October 18th, 2007 • Agria Corp • New York
EQUITY PLEDGE CONTRACT
Equity Pledge Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops
EXCLUSIVE CALL OPTION CONTRACT
Exclusive Call Option Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops

Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen

DEED OF ADHERENCE
Deed of Adherence • October 18th, 2007 • Agria Corp • New York
Exclusive Call Option Contract
Exclusive Call Option Contract • October 15th, 2018 • Agria Corp • Agricultural production-crops
Equity Pledge Contract
Equity Pledge Contract • October 15th, 2018 • Agria Corp • Agricultural production-crops

Party A: Agria Holdings (Shenzhen) Co., Ltd. (hereinafter also referred to as the “Pledgee”) Domicile: 806A, HSAE Technology Building, Sixth Lane, Southern High-tech Park, Nanshan District, Shenzhen

RECITALS
Indemnification Agreement • October 18th, 2007 • Agria Corp • New York
AMONG
Shareholders Agreement • October 18th, 2007 • Agria Corp • New York
Supplemental Agreement to Loan Contract
Supplemental Agreement • October 23rd, 2014 • Agria Corp • Agricultural production-crops
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:

Re: Deposit Agreement dated as of , 2007, (the “Deposit Agreement”) by and among Agria Corporation, The Bank of New York, as Depositary, and the Owners and holders of American Depositary Receipts
:   Deposit Agreement • October 24th, 2007 • Agria Corp • Agricultural production-crops

We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.

Subscription Agreement — Agria Group Agria Asia Investments Limited (the Company) New Hope International (Hong Kong) Limited (New Hope) Agria Group Limited (Agria Group) Agria (Singapore) Pte Ltd (Agria Singapore)
Subscription Agreement • April 18th, 2011 • Agria Corp • Agricultural production-crops • Hong Kong

E Agria Singapore has launched a takeover offer to acquire 38.3% of the shares in PGW that it does not currently hold (Takeover Offer). If the Takeover Offer is successful, Agria Singapore will hold 50.01% of the shares in PGW.

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”).

Loan Contract
Agria Corp • October 15th, 2018 • Agricultural production-crops
Guanglin Lai as Guarantor and New Hope International (Hong Kong) Limited as Beneficiary DEED OF GUARANTEE
Agria Corp • June 28th, 2011 • Agricultural production-crops • Hong Kong
SUPPLEMENTAL AGREEMENT TO LOAN CONTRACT
Supplemental Agreement • June 29th, 2010 • Agria Corp • Agricultural production-crops
LOAN CONTRACT
Loan Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops

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:

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Shareholders Agreement relating to Agria Asia Investments Limited and Agria (Singapore) Pte Ltd. Agria Asia Investments Limited (Company) Agria Group Limited (Agria Group) New Hope International (Hong Kong) Limited (New Hope) Ngai Tahu Capital Limited...
Shareholders Agreement • April 18th, 2011 • Agria Corp • Agricultural production-crops • Hong Kong

B The Subsidiary holds 19.01% of the shares in PGG Wrightson Limited (PGW), the purchase of which was financed by an intercompany loan from Agria Group to the Company which was on-loaned by the Company to the Subsidiary.

Deed of Agreement
Deed of Agreement • June 2nd, 2008 • Agria Corp • Agricultural production-crops • Hong Kong
Shareholders Agreement relating to Agria Asia Investments Limited and Agria (Singapore) Pte Ltd Agria Asia Investments Limited (Company) Agria Group Limited (Agria Group) New Hope International (Hong Kong) Limited (New Hope) Agria (Singapore) Pte Ltd....
Shareholders Agreement • April 18th, 2011 • Agria Corp • Agricultural production-crops • Hong Kong

B The Subsidiary holds 19.01% of the shares in PGG Wrightson Limited (PGW), the purchase of which was financed by an intercompany loan from Agria Group to the Company which was on-loaned by the Company to the Subsidiary.

EXCLUSIVE CALL OPTION CONTRACT
Exclusive Call Option Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops
LOAN CONTRACT
Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops

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:

LOAN CONTRACT
Loan Contract • June 29th, 2010 • Agria Corp • Agricultural production-crops

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:

Prepayment Agreement relating to Supplemental Agreement Relating to Agria Asia Investments Limited
Agria Corp • September 20th, 2016 • Agricultural production-crops

A The parties hereto have entered into a Shareholders Agreement (Shareholders Agreement) as of 28 June 2011 relating to Agria Asia Investments Limited (Company), whereby Clause 4 provides that New Hope shall have the right to sell its Shares in the Company to Agria Group (the “Put Option”) in the manner provided therein.

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • October 18th, 2013 • Agria Corp • Agricultural production-crops

Shenzhen Guanli Agricultural Technology Co., Ltd. (hereinafter referred to as the “Joint Venture”) was established by Party A and Li Juan as an equity joint venture in Shenzhen on November 6, 2008 with a registered capital of RMB70 million, in which Party A owns 5% equity interest. Party A agrees to transfer its 5% equity interest in the Joint Venture to Party B and Party B agrees to accept such transfer; Party A agrees to transfer its 5% equity interest in the Joint Venture to Party B and Party B agrees to accept such transfer. Party A and Party B have unanimously reached the following agreement in respect of the equity transfer after mutual consultation subject to the approval of the shareholders meeting of the Joint Venture:

Agreement relating to Supplemental Agreement - Partial Prepayment Relating to Agria Asia Investments Limited
Agria Corp • September 20th, 2016 • Agricultural production-crops

Notice Details Room 1701, 17/F., Dutyfree Commercial Building, Fuhua First Road, Futian District, Shenzhen 518048, the People’s Republic of China

EXHIBIT A: Joint Filing Agreement
Joint Filing Agreement • February 10th, 2010 • Agria Corp • Agricultural production-crops

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0000001 per share, of Agria Corporation, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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