0000950123-07-014201 Sample Contracts

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.

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AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of [•], 2007
Deposit Agreement • October 24th, 2007 • Agria Corp • Agricultural production-crops • New York

DEPOSIT AGREEMENT dated as of [•], 2007, among AGRIA CORPORATION, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.

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