**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 **ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER**  **4** SECTION 3.01. Authority to Execute and Perform this Agreement  4 SECTION 3.02. Transferred Shares  4 SECTION 3.03. No Conflicts  4 SECTION 3.04. Controlling Agreements  4 **ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**  **5** SECTION 4.01. Authority to Execute and Perform this Agreement  5 **ARTICLE V UNDERTAKINGS**  **5** SECTION 5.01. Confidentiality  5 SECTION 5.02. Consents and Approvals in relation to the Lease Transfer Agreements  5 **ARTICLE VI CONDITIONS PRECEDENT**  **6** SECTION 6.01. Conditions Precedent to the Obligations of the Seller and the Purchaser  6 SECTION 6.02. Conditions Precedent to the Purchaser’s Obligations  6 SECTION 6.03. Conditions Precedent to the Seller’s Obligations  7 **ARTICLE VII INDEMNIFICATION**  **7** SECTION 7.01. Indemnification by the Seller  7 SECTION 7.02. Indemnification by the Purchaser  7 **ARTICLE VIII GENERAL PROVISIONS**  **8** SECTION 8.01. Expenses  8 SECTION 8.02. Termination  8 SECTION 8.03. Notices  8 SECTION 8.04. Severability  8 SECTION 8.05. Amendment  9 SECTION 8.06. Governing Law, Arbitration  9 SECTION 8.07. Assignment and Succession  9 SECTION 8.08. Headings  9 SECTION 8.09. Language  9 
 
 

 
SHARE PURCHASE AGREEMENTThis 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 CaymanIslands (the **“****Purchaser****”**).**RECITALS****:**WHEREAS,Primalights III Agriculture Development Co., Ltd. (the **“****Company****”**) is acompany organized and existing under the laws of the People’s Republic of China (the**“****PRC****”**). Through its wholly-owned enterprise, Aero-Biotech Science & Technology Co., Ltd.(**“****Aero-Biotech****”**), a foreign-owned enterprise organized under the laws of the PRC, whichentered into certain agreements with the Company on June 8, 2007 as set forth in Exhibit I attachedhereto (the **“****Controlling Agreements****”**), the Seller exercises actual control over the Companyand receives all of the economic benefits of the Company;WHEREAS, the Seller legally owns 21,943,040 ordinary shares of the Purchaser; andWHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase fromthe Seller, 14,393,400 ordinary shares of the Purchaser owned by the Seller, representing 11.5% ofthe Purchaser’s issued shares (the**“****Transferred Shares****”**), subject to the terms and theconditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual promises, representations, warranties,agreements and covenants set forth in this Agreement and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree asfollows:**ARTICLE I****DEFINITIONS**SECTION 1.01. Certain Defined Terms**Aero-Biotech**has the meaning specified in the recitals of this Agreement.**Affiliate**means, with respect to a specified person, any other person that directly orindirectly controls, is controlled by or is under common control with such specified person.**Agreement**has the meaning specified in the preamble of this Agreement.**Closing**has the meaning specified in Section 2.01.**Closing Date**has the meaning specified in Section 2.03.
 
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**Company**has the meaning specified in the recitals of this Agreement.**Controlling Agreements**has the meaning specified in the recitals of this Agreement.**Equity Pledge Agreement**means the equity pledge agreement entered into among and between theCompany, the Company’s shareholders, namely, Li Juan, Qian Zhaohua, Xue Zhixin and Zhang Mingshe,and Aero-Biotech on June 8, 2007, as amended from time to time.**Exclusive Call Option**has the meaning specified in Section 2.02.**Exclusive Call Option Agreement**means the exclusive call option agreement entered into amongand between the Company, the Company’s shareholders, namely, Li Juan, Qian Zhaohua, Xue Zhixin andZhang Mingshe, and Aero-Biotech on June 8, 2007, as amended from time to time.**Exclusive Consultancy Service Agreement**means the exclusive consultancy service agreemententered into between the Company and Aero-Biotech on June 8, 2007, as amended from time to time.**Exclusive Technology Development, Technology Support and Technology Service Agreement**meansthe exclusive technology development, technology support and technology service agreement enteredinto between the Company and Aero-Biotech on June 8, 2007, as amended from time to time.**Governmental Authority**means any court, tribunal, arbitrator, authority, agency, commission,official or other instrumentality of the PRC, any foreign country or any domestic or foreign state,province, county, city or other political subdivision.**Law**means any publicly promulgated applicable statute, law, ordinance, regulation, rule, code,order, other requirement or rule of law.**Lease Transfer Agreements**have the meaning specified in Section 6.02.**Letter of Undertaking**means the letter of undertaking signed by the Company’s shareholders,namely, Li Juan, Qian Zhaohua, Xue Zhixin and Zhang Mingshe on July 13, 2007, as amended from timeto time.**Lien**means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien(statutory or other) or preference, priority, right or other security interest or preferentialarrangement of any kind or nature whatsoever.**Losses**has the meaning specified in Section 7.01.**New Letter of Undertaking**means the letter of undertaking in the form of attached hereto asAppendix F signed by Aero-Biotech.**Power of Attorney**means the power of attorney signed by the Company’s shareholders, namely, LiJuan, Qian Zhaohua, Xue Zhixin and Zhang Mingshe on June 8, 2007, as amended from time to time.**PRC**has the meaning specified in the recitals of this Agreement.
 
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**Proprietary Technology License Agreement**means the proprietary technology agreement enteredinto between the Company and Aero-Biotech on June 8, 2007, as amended from time to time.**Purchaser**has the meaning specified in the preamble of this Agreement.**Purchaser Indemnified Parties**has the meaning specified in Section 7.01.**Seller**has the meaning specified in the preamble of this Agreement.**Seller Indemnified Parties**has the meaning specified in Section 7.02.**Transferred Shares**has the meaning specified in the recitals of this Agreement.**ARTICLE II****PURCHASE AND SALE**SECTION 2.01. Purchase and SaleSubject to the terms and conditions of this Agreement, at the closing of the transactionscontemplated by this Agreement (the “**Closing**”), the Seller shall sell and transfer to thePurchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s right, title andinterest in and to the Transferred Shares (i.e., 14,393,400 ordinary shares of the Purchaser), freeand clear of any Liens except for restrictions of general applicability imposed by federal, stateand foreign securities laws.SECTION 2.02. Purchase PriceThe purchase price for the Transferred Shares shall be the following:The Purchaser shall cause Aero-Biotech to assign and transfer to the Seller all of all of itsright, title and interest in, to and under, and delegates to the Seller all of its duties,liabilities and obligations under the Exclusive Call Option Agreement (the aforementioned right,title, interest, duties, obligations and liabilities, collectively, the “**Exclusive CallOption**”). The Seller accepts and assumes such Exclusive Call Option as the full considerationfor the sale of the Transferred Shares, and agrees to be bound by the terms of the Exclusive CallOption Agreement.SECTION 2.03. Closing The Closing of the purchase and sale of Shares shall take place in Taiyuan, Shanxi Province,China on July 13, 2010, or later as agreed by the Seller and the Purchaser (the “**ClosingDate**”).SECTION 2.04. Deliveries at the ClosingAt the Closing, the Seller shall deliver, or shall cause to be delivered, to Purchaser thefollowing:(i) original share certificates representing the Transferred Shares held by the Seller;(ii) the bill of transfer evidencing the transfer of Transferred Shares by the Sellerto the Purchaser;(iii) documents required in Section 6.01 (a) to Section 6.01 (f).
 
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**ARTICLE III****REPRESENTATIONS AND WARRANTIES OF THE SELLER**The Seller hereby represents and warrants to the Purchaser as follows:SECTION 3.01. Authority to Execute and Perform this AgreementThe execution and delivery of this Agreement by the Seller, the performance by the Seller ofits obligations hereunder and the consummation by the Seller of the transactions contemplatedhereby have been duly authorized by all requisite actions on the part of the Seller. ThisAgreement has been duly executed and delivered by the Seller, and this Agreement constitutes alegal, valid and binding obligation of the Seller enforceable against the Seller in accordance withits terms.SECTION 3.02. Transferred SharesThe Seller legally and beneficially owns all of the Transferred Shares, and such TransferredShares are free and clear of any Liens except for restrictions of general applicability imposed byfederal, state and foreign securities laws (and contractual restrictions imposed by this Agreement,any lock-up agreements as is known or disclosed to the Purchaser). The Transferred Shares are notsubject to any voting trust or other agreement, commitment or arrangement relating to the votingthereof.SECTION 3.03. No ConflictsThe execution, delivery and performance by the Seller of this Agreement and the consummationby the Seller of the transactions contemplated hereby and thereby do not and will not: (a) violate,conflict with or result in a breach of, or constitute a default (or create an event which, withnotice or lapse of time or both, would constitute a default) or give rise to any right oftermination, cancellation or acceleration under, or result in the creation of any encumbrance onthe Transferred Shares under, any note, bond, mortgage, indenture, deed of trust, license,franchise, permit, lease, contract, agreement or other instrument to which the Seller is bound; (b)violate or result in a breach of any Law applicable to the Seller. No consents, permits, waiversor authorizations of Governmental Authorities or other related parties are required for theexecution, delivery and performance by the Seller of this Agreement and the consummation of thetransactions contemplated hereunder by the Seller.SECTION 3.04. Controlling AgreementsThe Controlling Agreements remain valid, effective and binding as of the date of thisAgreement. None of the Seller, the Company or the record shareholders of the Company: (i)committed any misconducts or any conducts that may cause any violation, conflict with or breach of,or default by the Company or its record shareholders under the Controlling Agreement; or (ii)entered into any contracts, agreements or arrangements related to any matter referred to in orcontemplated by the Controlling Agreements outside of the control or the knowledge of thePurchaser. The Seller is not aware of any breach of fiduciary duty or other inappropriate conductsby any current or former directors and officers of the Purchaser or the Company.
 
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**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**The Purchaser hereby represents and warrants to the Seller as follows:SECTION 4.01. Authority to Execute and Perform this AgreementThe execution and delivery of this Agreement by the Purchaser, the performance by thePurchaser of its obligations hereunder and the consummation by the Purchaser of the transactionscontemplated hereby have been duly authorized by all requisite action on the part of the Purchaser.This Agreement has been duly executed and delivered by the Purchaser, and upon coming into effect,this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceableagainst the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and similar Laws of general applicability relating to oraffecting creditors’ rights and to general equity principles.**ARTICLE V****UNDERTAKINGS**SECTION 5.01. ConfidentialityThe Seller agrees to keep this Agreement and the transactions contemplated under thisAgreement strictly confidential and to cause its representatives, partners, consultants (includingfinancial consultants, legal consultants and accountants) and its Affiliates to keep this Agreementand related negotiations strictly confidential. Further, the Seller agrees and undertakes that itshall not, without the consent of the Purchaser, disclose or permit the disclosure to any thirdparty of any information relating to the existence of this Agreement or of any negotiations inrelation to the same, or of any other matters referred to in or contemplated by this Agreement,save where disclosure is required by law, a stock exchange or other regulator, a court of competentjurisdiction or any Governmental Authority. The Seller agrees and undertakes that it shall not,directly or indirectly, make any explicit or implied comments that may have a negative impact onthe reputation of the Purchaser or the Company or the share price of the Purchaser before and afterthe consummation of the transactions contemplated herein. Notwithstanding the foregoing, thePurchaser may, without the consent of the Seller, disclose or permit the disclosure to any thirdparty of any information relating to the existence of this Agreement or of any negotiations inrelation to the same, or of any other matters referred to in or contemplated by this Agreement asit deems appropriate.SECTION 5.02. Consents and Approvals in relation to the Lease Transfer AgreementsThe Seller will cause the Company to use its best efforts to obtain all consents, approvalsand permits from third parties and Governmental Authorities required to effect the transactionscontemplated under the Lease Transfer Agreements.
 
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**ARTICLE VI****CONDITIONS PRECEDENT**SECTION 6.01. Conditions Precedent to the Obligations of the Seller and thePurchaserThe obligations of the Seller and the Purchaser to complete the Closing, unless otherwisewaived in writing by such party, are subject to the fulfillment of each of the following conditionson or before the Closing Date:(a) the Seller and Aero-Biotech have signed the Assignment and Assumption Agreement regardingthe Exclusive Call Option dated as of the date of this Agreement in the form of attached hereto asAppendix A;(b) the Seller and Aero-Biotech have signed the Assignment and Assumption Agreement regardingthe Exclusive Technology Development, Technology Support and Technology Service Agreement dated asof the date of this Agreement in the form attached hereto as Appendix B, pursuant to which,Aero-Biotech shall transfer and assign all its rights and obligations contained under the ExclusiveTechnology Development, Technology Support and Technology Service agreement;(c) Aero-Biotech has signed and delivered the Termination Notice dated as of the date of thisAgreement in the form attached hereto as Appendix C to terminate the Exclusive Consultancy ServiceAgreement;(d) Aero-Biotech has signed and delivered the Termination Notice dated as of the date of thisAgreement in the form attached hereto as Appendix D to terminate the Proprietary Technology LicenseAgreement;(e) Aero-Biotech has delivered the Termination Notice dated as of the date of this Agreementin the form attached hereto as Appendix E to terminate the Equity Pledge Agreement; and(f) Aero-Biotech has signed the New Letter of Undertaking dated as of the date of thisAgreement in the form attached hereto as Appendix F. Pursuant to the New Letter of Undertaking,Aero-Biotech shall undertake that to the extent that Aero-Biotech receives any dividends, interestsor other distributions from the Company which are transferred by the Company’s shareholderspursuant to a Letter of Undertaking dated July 13, 2007, Aero-Biotech will transfer all of suchamounts to Mr. Xue Zhixin.SECTION 6.02. Conditions Precedent to the Purchaser’s ObligationsIn addition to the conditions set forth in Section 6.01, the obligations of the Purchaser tocomplete the Closing, unless otherwise waived in writing by the Purchaser, are subject to thefulfillment of each of the following conditions on or before the Closing Date:(a) the Seller shall have delivered the Transferred Shares;(b) the representations and warranties of the Seller shall be true and correct on the ClosingDate; and
 
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(c) theLease Transfer Agreements (the **“****Lease Transfer Agreements**”) in the formattached hereto as Appendix G between the Company and the Purchaser or the company designated bythe Purchaser shall have become effective.SECTION 6.03. Conditions Precedent to the Seller’s ObligationsIn addition to the conditions set forth in Section 6.01, the obligations of the Seller tocomplete the Closing, unless otherwise waived in writing by the Seller, are subject to thefulfillment of each of the following conditions on or before the Closing Date:(a) the representations and warranties of the Purchaser shall be true and correct on theClosing Date.**ARTICLE VII****INDEMNIFICATION**SECTION 7.01. Indemnification by the SellerThe Seller agrees to promptly indemnify and hold harmless the Purchaser, and its officers,directors, partners, affiliates, attorneys and representatives (collectively, the **“****PurchaserIndemnified Parties****”**) from, against, for and in respect of and pay any and all damages, awards,judgments, assessments, fines penalties, charges, costs and expenses and other payments (the**“****Losses****”**) suffered, sustained, incurred or required to be paid by any such party arisingout of or resulting from (i) any material breach of any representation, warranty, covenant oragreement of the Seller contained in this Agreement; (ii) any violation, conflict with or breach ofthe organizational documents of the Company or the Controlling Agreements by the Company or theSeller; (iii) any violation, conflict with or breach of, or default by the Company or the Sellerunder any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease,contract, agreement or other instrument to which the Company, the Seller or any of their respectiveproperties is bound; (iv) any violation or breach of any Law applicable to the Company, the Selleror any of their respective properties; or (v) any wrongful act committed by the Seller or theCompany.SECTION 7.02. Indemnification by the PurchaserThe Purchaser agrees to promptly indemnify and hold harmless the Seller, and its officers,directors, partners, affiliates, attorneys and representatives(collectively, the **“****SellerIndemnified Parties****”**) from, against, for and in respect of and pay any and all Losses suffered,sustained, incurred or required to be paid by any such party arising out of or resulting from anymaterial breach of any representation, warranty, covenant or agreement of the Purchaser containedin this Agreement.
 
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**ARTICLE VIII****GENERAL PROVISIONS**SECTION 8.01. ExpensesAll costs and expenses, including but not limited to, fees and disbursements of counsel,financial advisors and accountants, incurred in connection with this Agreement and the transactionscontemplated hereby shall be paid by the party incurring such costs and expenses.SECTION 8.02. TerminationThe Seller or the Purchaser may terminate this Agreement at any time before the Closing bymutual written consent.SECTION 8.03. NoticesAll notices, requests, claims, demands and other communications hereunder will be in writingand will be given or made (and will be deemed to have been duly given or made upon receipt) bydelivery in person, by courier service, by confirmed telecopy (with a copy sent by another meansspecified herein), or by registered or certified mail (postage prepaid, return receipt requested)to the parties at the following addresses (or at such other address for a party as will bespecified by like notice):       If to the Seller:           Xue Zhixin