011-Equity Pledge Contract 20130507


  


 









 


Exhibit 4.15


English Translation for Reference


 


Equity
Pledge Contract


 


This Equity Pledge Contract (hereinafter referred to as “this
Contract”) is made on May 7, 2013 in Shenzhen:


 


Between:


 


Party A:Agria Brother Biotech
(Shenzhen) Co., Ltd. (hereinafter also referred to as the “Pledgee”)


 


Party B:Lai Fulin, a citizen
of the PRC with ID card number: [Redacted] (hereinafter also referred to as the “Pledgor”)


 


Party C: Shenzhen Zhongguan Agricultural Group Co., Ltd.


Address: Room 1501, Tower 1, Huarong
Building, Mintian Road, Futian Center District, Shenzhen


 


Whereas:


 


		(1)	The Pledgor is the legal and valid shareholder of Shenzhen Zhongguan
                                                           Agricultural Group Co., Ltd. (“Zhongguan”), who
                                                           holds 5% equity interest of Zhongguan according to laws;



 


		(2)	The Pledgee is a wholly foreign-owned enterprise incorporated in
                                                           Shenzhen under the laws of the People’s Republic of China (hereinafter
                                                           referred to as the “PRC”, and for the purpose of
                                                           this Contract, excluding the Hong Kong Special Administrative Region,
                                                           Macao Special Administrative Region and Taiwan);



 


		(3)	Zhongguan is a limited liability company established in Shenzhen
                                                           under the laws of the PRC;



 


		(4)	The Pledgee and Zhongguan entered into the Exclusive Technology
                                                           Development, Technology Support and Technology Services Contract
                                                           on November 7, 2008. The Pledgor agrees to pledge all of her equity
                                                           interest in Zhongguan as security for the performance by Zhongguan
                                                           of all of its obligations under the above contract;



 


		(5)	The Pledgee, the Pledgor and Zhongguan entered into the Exclusive
                                                           Call Option Contract on May 7, 2013, and the Pledgee and the Pledgor
                                                           entered into the Loan Contract on May 7, 2013. The Pledgor agrees
                                                           to pledge all of her equity interest in Zhongguan as security for the
                                                           performance by the Pledgor and Zhongguan of all of their respective
                                                           obligations under the above four contracts.



 


Now, therefore, it
is agreed as follows after friendly consultation:


 




    	1



    	 



    

 


		1.	Definitions



 


Unless otherwise required herein, the following terms
shall have the meaning as follows:


 


		1.1	“Pledge
                                                                                 Right” refers to the full content of
                                                                                 Article 2 hereof.



 


		1.2	“Equity Interest” means the equity interest
                                                               legally held by the Pledgor in Zhongguan.



 


		1.3	“Master Contract” means the Exclusive
                                                               Technology Development, Technology Support and Technology Services
                                                               Contract, the Exclusive Call Option Contract, the Loan
                                                               Contract and any amendment and supplement thereto.



 


		1.4	“Secured Party” means any contractual party
                                                               of each Master Contract other than the Pledgee.



 


		1.5	“Secured Debt” means all contractual obligations
                                                               of a Secured Party under each Master Contract, including (but not
                                                               limited to) interest, default penalty, compensation, expenses incurred
                                                               by the Pledgee in realizing debt.



 


		1.6	“Event
                                                                                 of Default” means any circumstances
                                                                                 stated in Article 7.1 hereof.



 


		1.7	“Notice of Default” means the notice of
                                                               default issued by the Pledgee pursuant to this Contract, declaring
                                                               the occurrence of an Event of Default.



 


		2.	Pledge
                                                                                     Right



 


The Pledgor hereby pledges all of her Equity Interest
in Zhongguan to the Pledgee as security for the performance by the Pledgor and Zhongguan of all of their respective obligations
under the Master Contract. Therefore, the Pledgee is entitled to the Pledge Right in respect of all the Equity Interest of the
Pledgor in Zhongguan. The “Pledge Right” means the right of priority to claim for any money converted from the Equity
Interest pledged by the Pledgor to the Pledgee, or any proceeds from the auction or sale of such Equity Interest that is enjoyed
by the Pledgee.


 


		3.	Registration
                                                                                     of Pledge



 


		3.1	Within one (1) week from the date hereof, Zhongguan shall,
                                                               and the Pledgor shall procure Zhongguan to record the Pledge Right
                                                               specified in Article 2 above on the register of members of Zhongguan,
                                                               and deliver a copy of the register of members of Zhongguan with
                                                               its common chop affixed thereon and the original of the equity
                                                               contribution certificate to the Pledgee for custody.



 


		3.2	After the execution hereof, the Pledgor shall, at the written
                                                               request of the Pledgee at any time, complete the notarization jointly
                                                               with the Pledgee in respect of this Contract, as well as the Pledge
                                                               Right of the Pledgee recorded on the register of members and the
                                                               equity contribution certificate as set forth in Article 3.1 at
                                                               a notary public office of the place where Zhongguan is located.



 




    	2



    	 



    

 


		3.3	The parties agree that they will make their best effort to
                                                               register, and cause the pledge hereunder to be registered with
                                                               an industrial and commercial administrative department of the place
                                                               where Zhongguan is registered. The parties also confirm that, unless
                                                               the registration of the pledge hereunder with the industrial and
                                                               commercial administrative department is mandatory in law, the validity
                                                               of this Contract and the Pledge Right specified in Article 2 above
                                                               shall not be affected even if the parties fail to register the
                                                               pledge hereunder with the industrial and commercial administrative
                                                               department of the place where Zhongguan is registered after the
                                                               execution of this Contract.



 


		4.	Rights of the Pledgee



 


		4.1	When a Secured Party does not perform any of its obligations
                                                               under the Master Contract, the Pledgee shall have the right of
                                                               priority to claim for any money converted from Zhongguan’s
                                                               Equity Interest pledged by the Pledgor, or any proceeds from the
                                                               auction or sale of such Equity Interest.



 


		4.2	The Pledgee shall be entitled to receive any dividends (including
                                                               bonuses) and other property distributions arising from the Equity
                                                               Interest that is pledged.



 


		5.	Representations and Warranties of the Pledgor



 


		5.1	The Pledgor is the legitimate owner of the Equity Interest;



 


		5.2	The Pledgor fully understands the contents of the Master Contract.
                                                               She signs and performs this Contract on a voluntary basis and all
                                                               her actual meaning is truly expressed herein. The Pledgor is legally
                                                               authorized to execute this Contract;



 


		5.3	All documents, information, statements and evidence provided
                                                               by the Pledgor to the Pledgee are accurate, true, complete and
                                                               valid;



 


		5.4	The Pledgor acknowledges that the Pledgee shall have the right
                                                               to dispose of and transfer the Pledge Right in a manner stipulated
                                                               herein and within the scope restricted by the PRC laws;



 


		5.5	Except for the interest of the Pledgee, the Pledgor has not
                                                               created other pledges, any other kinds of rights or any third party
                                                               rights over the Equity Interest;



 


		5.6	The Pledgor has obtained the consent of other shareholders
                                                               of Zhongguan to pledge the Equity Interest, and the other shareholders
                                                               have unanimously agreed that they will not interfere by any means
                                                               and will give up the exercise of their pre-emptive right when the
                                                               Pledgee actually exercises the Pledge Right.



 


		6.	Undertakings of the Pledgor



 


In addition to the obligations specified in the other
provisions hereof, the Pledgor undertakes as follows:


 


		6.1	During the term hereof, the Pledgor undertakes to the Pledgee
                                                               for its benefit that:



 




    	3



    	 



    

 


		6.1.1	save for the transfer of the Equity Interest to the Pledgee,
                                                               the Pledgor shall not, without the prior written consent of the
                                                               Pledgee, transfer the Equity Interest, nor create or permit the
                                                               existence of any pledge which might affect the rights and interests
                                                               of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge
                                                               or disposal by other means of the legal and beneficial interest
                                                               in any Equity Interest of Zhongguan or permitting the creation
                                                               of any other security interests over it to be passed at a shareholders’
                                                               meeting of the company; unless with the prior written consent of
                                                               the Pledgee, the Pledgor shall vote at a shareholders’ meeting
                                                               of Zhongguan/procure any director of Zhongguan nominated by her
                                                               to vote at a board meeting of Zhongguan and/or by other means to
                                                               object Zhongguan to sell/transfer/pledge or otherwise dispose of
                                                               any of its major assets, including (but not limited to) any intellectual
                                                               property rights.



 


		6.1.2	if the Equity Interest pledged hereunder is subject to any
                                                               compulsory measures imposed by courts or other departments for
                                                               any reasons, the Pledgor shall use all her efforts, including (without
                                                               limitation) the provision of other security to courts or adoption
                                                               of other measures, to remove the compulsory measures taken by courts
                                                               or other departments in respect of the Equity Interest pledged.



 


		6.1.3	the Pledgor shall comply with and implement all laws and regulations
                                                               relevant to the pledge of rights. The Pledgor shall, within five
                                                               (5) days of the receipt of any notices, orders or recommendations
                                                               given or made by the competent authority with respect to the Pledge
                                                               Right, present the above notices, orders or recommendations to
                                                               the Pledgee, and shall comply with the same or raise objections
                                                               and make representations in respect of the above matters as reasonably
                                                               required by or with the consent of the Pledgee.



 


		6.1.4	the Pledgor shall promptly notify the Pledgee of any event
                                                               which might have effects on the Equity Interest of the Pledgor
                                                               or any part of her right or any notice received in connection therewith,
                                                               as well as any event which might change any warranty and obligation
                                                               of the Pledgor as created by this Contract or might have effects
                                                               on it or any notice received in connection therewith.



 


		6.2	The Pledgor agrees that the Pledgee shall not be interrupted
                                                               nor impeded by any legal proceedings instituted by the Pledgor
                                                               or any successors of the Pledgor or any person authorized by the
                                                               Pledgor or any other persons when it exercises its rights on the
                                                               pledge pursuant to the provisions hereof and within the scope permitted
                                                               by the PRC laws.



 


		6.3	The Pledgor undertakes to the Pledgee that, in order to protect
                                                               or improve the security for the repayment of the Secured Debt herein,
                                                               she will honestly execute and procure other parties who have an
                                                               interest in the Pledge Right to execute all title certificates
                                                               and contracts required by the Pledgee, and/or perform and procure
                                                               other interested parties to perform all acts required by the Pledgee,
                                                               and facilitate the exercise of any right and authorization conferred
                                                               to the Pledgee by this Contract.



 




    	4



    	 



    

 


		6.4	The Pledgor undertakes to the Pledgee that she will execute
                                                               all documents in relation to the change of share certificates (if
                                                               applicable and necessary) with the Pledgee or any person designated
                                                               by it (natural person/legal person), and shall provide the Pledgee
                                                               with all notices, orders and decisions in relation to the Pledge
                                                               Right which it thinks necessary within a reasonable time.



 


		6.5	The Pledgor undertakes to the Pledgee that she will, for the
                                                               interest of the Pledgee, observe and perform all warranties, undertakings,
                                                               contracts, representations and conditions. If the Pledgor does
                                                               not perform or fully perform her warranties, undertakings, contracts,
                                                               representations and conditions, she will indemnify the Pledgee
                                                               all losses suffered by it arising therefrom.



 


		7.	Event of Default



 





	 	7.1

                             
	The following events shall be deemed as Events of Default:






 


	 	 	7.1.1	the Secured Party fails to fully perform any of its Secured Debts under the Master Contract
    as scheduled;
	 	 	 	 
	 	 	7.1.2	any representation or warranty made by the Pledgor in Article 5 hereof contains misleading
    or false information that is material, and/or the Pledgor violates the warranties set forth in Article 5 hereof;
	 	 	 	 
	 	 	7.1.3	the Pledgor violates the undertakings set forth in Article 6 hereof;
	 	 	 	 
	 	 	7.1.4	the Pledgor violates any other provisions of this Contract;
	 	 	 	 
	 	 	7.1.5	the Pledgor gives up the pledged Equity Interest or transfers the pledged Equity Interest
    without the written consent of the Pledgee;
	 	 	 	 
	 	 	7.1.6	any external loan, guarantee, compensation, undertaking or other debt liability of the Pledgor
    (1) is required to be repaid or performed prior to the scheduled date due to any breach of this Contract; (2) has been due
    but cannot be repaid or performed as scheduled, which in the opinion of the Pledgee, would have affected the ability of the
    Pledgor in performing her obligations hereunder;
	 	 	 	 
	 	 	7.1.7	Zhongguan is incapable to repay the general debts or other debts;
	 	 	 	 
	 	 	7.1.8	this Contract becomes illegal or the Pledgor fails to continue to perform her obligations
    hereunder due to any reasons other than “force majeure”;
	 	 	 	 
	 	 	7.1.9	there has been any adverse change in the properties of the Pledgor, which, in the opinion
    of the Pledgee, would have affected the ability of the Pledgor in performing her obligations hereunder;


 




    	5



    	 



    

 


	 	 	7.1.10	there occurs any material adverse change in the assets, operating result or financial situation
    of Zhongguan;
	 	 	 	 
	 	 	7.1.11	the successors or heirs of Zhongguan can only perform part of, or refuse to perform, the
    Master Contract;
	 	 	 	 
	 	 	7.1.12	the Pledgor violates any other provisions of this Contract through any act or omission to
    act.


 


	 	7.2	If the Pledgor is aware or discovers that any event described in this Article 7 or any event
    which may possibly result in the aforesaid events has happened, she shall immediately notify the Pledgee in writing.
	 	 	 
	 	7.3	Unless the events of default listed in this Article 7.1 has been resolved to the satisfactory
    of the Pledgee, the Pledgee may serve a written Notice of Default to the Pledgor at any time when the Pledgor is in default
    or thereafter and require the Pledgor to pay any debts and other payables under the Master Contract or to dispose of the Pledge
    Right pursuant to Article 8 hereof.


 


		8.	Exercise of the Pledge Right



 


	 	8.1	Subject to the requirement in Article 6.1.1 hereof, the Pledgor shall not transfer the pledged
    Equity Interest before the obligations of the Secured Party under the Master Contract have not been fully performed and without
    the written consent of the Pledgee.
	 	 	 
	 	8.2	The Pledgee shall serve Notice of Default to the Pledgor when exercising its Pledge Right.
	 	 	 
	 	8.3	Subject to the requirement in Article 7.3 hereof, the Pledgee may exercise the right to
    dispose of the Pledge Right at the time when the Notice of Default is given pursuant to Article 7.3 or at any time after such
    notice is given.
	 	 	 
	 	8.4	The Pledgee shall have the right of priority to claim for any money converted from all or
    part of the Equity Interest hereunder, or any proceeds from the auction or sale of such Equity Interest according to statutory
    procedures until the outstanding debts and all other payables of the Secured Party under the Master Contract are repaid.
	 	 	 
	 	8.5	When the Pledgee disposes of the Pledge Right in accordance with this Contract, the Pledgor
    shall not pose any obstacles, and shall offer necessary assistance in this regard so that the Pledgee can realize its Pledge
    Right.


 


		9.	Assignment of this Contract



 


	 	9.1	Unless with the prior consent of the Pledgee, the Pledgor or Zhongguan shall have no right
    to transfer any of her/its rights or obligations hereunder.
	 	 	 
	 	9.2	This Contract shall be binding upon the Pledgor and her successors or heirs, and shall be
    valid and binding upon the Pledgee and each of its successors, heirs or permitted assignees.


 




    	6



    	 



    

 


	 	9.3	The Pledgee may, at any time and to the extent permitted by laws, transfer all or any of
    its rights and obligations under the Master Contract to any person designated by it (natural person/legal person), in which
    case, the assignee shall be entitled to and undertake all rights and obligations of the Pledgee hereunder as if it should
    have been entitled to and undertaken such rights and obligations as a party to this Contract.  When the Pledgee
    transfers its rights and obligations under the Master Contract, a written notice shall be only given by the Pledgee to the
    Pledgor, and the Pledgor shall, at the request of the Pledgee, execute and transfer the relevant contracts and/or documents
    in this regard.
	 	 	 
	 	9.4	A new pledge contract shall be signed between the new parties to the pledge after the change
    of the pledgee as a result of the transfer.


 


		10.	Effectiveness



 


	 	This Contract is signed and shall become effective on the date first
    written above.


 


		11.	Termination



 


		This Contract shall be terminated after the Secured Debt under the Master
    Contract has been fully repaid and the Pledgor has no longer undertaken any obligation under the Master Contract, and the
    Pledgee shall, within the earliest reasonable and practicable time, offer assistance to complete necessary formalities so
    as to release the pledge of the Equity Interest.


 


		12.	Handling Fees and Other Costs



 


	 	12.1	All costs and actual expenses in connection with this Contract, including without limitation,
    legal fee, cost of production, stamp duty and any other taxes and charges, shall be borne by the Pledgee.  If the
    relevant taxes are required by law to be paid by the Pledgor, the Pledgee shall fully indemnify the Pledgor such taxes paid
    by her.
	 	 	 
	 	12.2	If the Pledgee fails to pay any taxes or charges payable in accordance with this Contract
    or the Pledgor recovers such taxes or charges by any means or ways due to any other reasons, the Pledgee shall bear all costs
    arising therefrom (including without limitation, all taxes, handling fees, management fees, litigation cost, attorney’s
    fees and various insurance premiums in connection with the handling of the Pledge Right).


 


		13.	Force Majeure



 


	 	13.1	“Force Majeure” means any event that is beyond the reasonable control of a party
    and that is unavoidable even though the party so affected gives reasonable attention to it, including but not limited to act
    of government, act of nature, fire, explosion, typhoon, flood, earthquake, tidal, lightning or war.  However, the
    shortage of credit, capital or financing shall not be deemed as events beyond the reasonable control of a party.  Any
    party who is affected by “Force Majeure” shall notify the other party as soon as possible of the event, in respect
    of which the exemption from such obligations is sought.


 




    	7



    	 



    

 


	 	13.2	When the performance of this Contract is delayed or prevented due to the “Force Majeure”
    defined above, the party so affected shall not be required to assume any liabilities hereunder to the extent that it is within
    the scope of the delay or prevention.  It shall take appropriate measures to minimize or eliminate the impact of
    “Force Majeure” and shall make effort to resume the performance of any obligations that are delayed or prevented
    by the “Force Majeure”.  Once the “Force Majeure” is removed, the parties agree to resume
    the performance of their respective obligations hereunder with their greatest efforts.


 


		14.	Confidentiality Obligation



 


	 	The parties hereto acknowledge and confirm that any oral or written information
    exchanged between them in connection with this Contract shall be confidential information.  The parties shall keep
    all such information confidential and shall not disclose any of the information to any third parties without the written consent
    of the other parties, except for the following: (a) the information that are or will be known to the public (provided that
    they are not disclosed to the public without authorization by the information receiving party); (b) the information required
    to be disclosed by applicable laws, or the rules or regulations of securities exchanges; or (c) the information required to
    be disclosed by a party to its legal or financial advisors with respect to the transaction mentioned herein, for which such
    legal or financial advisors shall also comply with the confidentiality obligation as similar as that described in this Article.  Any
    divulgence of Confidential Information by the employees of either party or any organization engaged by it shall be deemed
    as the divulgence of Confidential Information by such party, and such party shall be liable for the breach pursuant to this
    Contract.


 


		15.	Dispute Resolution



 


	 	15.1	This Contract shall be governed by and construed in accordance with the laws of the PRC;
	 	 	 
	 	15.2	Any disputes between the parties arising from the interpretation and performance of any
    provisions hereof shall be resolved in good faith by them through consultation.  If no agreement can be reached
    in respect of a dispute, either party may submit such dispute to China International Economic and Trade Arbitration Commission
    for arbitration in accordance with its arbitration rules then in force.  The seat of arbitration shall be Shenzhen.  The
    arbitration shall be conducted in Chinese.  The arbitral award shall be final and binding upon the parties.


 


		16.	Integrity of this Contract



 


Notwithstanding the requirement in Article 10 hereof,
the parties confirm that, once this Contract becomes effective, it shall constitute the entire agreement and understanding between
the parties hereto with respect to the contents of this Contract, and shall completely supersede all previous oral or/and written
discussions, communications, understanding, agreements and arrangements between the parties hereto in connection with the contents
of this Contract.


 


		17.	Severability of this Contract



 


If any provision of this Contract is invalid or unenforceable
due to its inconsistency with the relevant laws, such provision shall be deemed to be invalid only to the extent within the scope
of the related jurisdiction, and shall not affect the legal effect of the other provisions hereof.


 




    	8



    	 



    

 


		18.	Amendment and Supplement to this Contract



 


		18.1	All amendments and supplements to this Contract shall be made
                                                                by the parties in writing. Any amendment contracts and supplemental
                                                                contracts hereto duly signed by the parties shall be an integral
                                                                part of this Contract, and shall have the same legal effect as
                                                                this Contract.



 


		18.2	This Contract and any of its amendments, supplements or modification
                                                                shall be made in writing and shall become effective once they
                                                                are signed and sealed by the parties.



 


		19.	Counterpart



 


This Contract is executed in Chinese in six originals
and each of them shall have the same legal effect. The Pledgee, the Pledgor and Zhongguan shall each keep one original and the
remaining three originals shall be provided to the relevant government departments.


 


In witness whereof,
the parties hereto have executed this Contract on the day first above written.


 




    	9



    	 



    

 


011-Equity Pledge Contract 20130507


 





 



 


[No text in this page]


 


Party A: Agria Brother Biotech (Shenzhen) Co., Ltd.


 


Legal Representative/Authorized Representative: /s/


 


Common Chop: [Chop of Agria Brother Biotech (Shenzhen) Co.,
Ltd. is affixed]


 


Party B: Lai Fulin


 


Signature: /s/ Lai Fulin


 


Party C: Shenzhen Zhongguan Agricultural Group Co., Ltd.


 


Legal Representative/Authorized Representative: /s/


 


Common Chop: [Chop of Shenzhen Zhongguan Agricultural Group
Co., Ltd. is affixed]


 




    	10