Exhibit 4.41





Exhibit 4.41




ASSIGNMENT AND ASSUMPTION AGREEMENT

REGARDING THE CALL OPTION




THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE CALL OPTION (this “Assignment”) is
entered into on July 13, 2010, between Aero-Biotech Science & Technology Co., Ltd. (the
“Assignor”), a wholly foreign-owned enterprise organized in Beijing, China under the laws of the
PRC and Mr. Xue Zhixin (Chinese citizen, ID number 140102196210230813) (the “Assignee”).



WHEREAS, the Assignor and the shareholders of Primalights III Agriculture Development Co.,
Ltd. (“P3A”) are parties to certain Exclusive Call Option Agreement dated as of June 8, 2007 (as
amended from time to time, the “Exclusive Call Option Agreement”), pursuant to which the Assignor
was granted an option to purchase or causes any person or persons its designated to purchase from
the shareholders of P3A at any time all of their equity interests in P3A (the “Exclusive Call
Option”) upon certain conditions satisfied, and the Assignor has the right to transfer its rights
and obligations under the Exclusive Call Option Agreement to any third party by delivering a
written notice, without prior written consent from P3A or its shareholders;



WHEREAS, Agria Corporation, a company organized and existing under the laws of Cayman Islands
(“Agria”) and the Assignee are parties to certain share purchase agreement (the “Share Purchase
Agreement”) dated as of the date of this Assignment, pursuant to which Agria and the Assignee agree
to transfer all rights and obligations of the Assignor under the Exclusive Call Option Agreement as
the consideration payable by Agria to purchase certain shares of Agria owned by the Assignee;



WHEREAS, the Assignor desires to assign, and the Assignee desires to assume, the rights and
obligations under the Exclusive Call Option Agreement on terms and conditions set forth therein;



NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows, and capitalized terms used, but not otherwise defined herein, shall have the meaning
ascribed to them in the Exclusive Call Option Agreement and the Share Purchase Agreement:




	 	1.	 	Assignment and Assumption







The Assignor hereby assigns and transfers to the Assignee all of all of its right,
title and interest in, to and under, and delegates to Assignee all of its duties,
liabilities and obligations under, the Exclusive Call Option Agreement at the
closing of the transactions contemplated by this Assignment (the “Closing”), upon
the terms and subject to the conditions set forth in this Assignment, and the
Assignee hereby accepts and assumes all of Assignor’s rights, titles and interests
in, to and under, and all of Assignor’s duties, liabilities and obligations under
the Exclusive Call Option Agreement and agrees to perform under and be bound by the
terms of the Exclusive Call Option Agreement.


 


 









 






	 	2.	 	Consideration







The Assignee agrees that completion of the assignment and assumption of the
Exclusive Call Option pursuant to this Assignment shall constitute the fully payment
of the consideration payable by Agria to the Assignee pursuant to the Share Purchase
Agreement.




	 	3.	 	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 “Closing Date”).




	 	4.	 	Representations and Warranties







	 	a.	 	The Assignor represents and warrants to the Assignee that:







	 	(i)	 	it has not assigned, mortgaged, pledged,
encumbered, or otherwise hypothecated any of its right, title or
interest under the Exclusive Call Option Agreement, except as set forth
in this Assignment;

	 
	 	(ii)	 	the execution, delivery and performance of this
Assignment, including but not limited to the consummation of the
transactions contemplated hereby and thereby do not and will not
violate, conflict with or result in a breach of, or constitute a
default (or create an event which, with notice or lapse of time or
both, would constitute a default in the Exclusive Call Option
Agreement) of the terms, conditions or provisions under the Exclusive
Call Option Agreement; and

	 
	 	(iii)	 	the Assignor has full power and authority to
enter into this Assignment, perform the obligations of such party
hereunder and consummate the transactions contemplated hereby. All
necessary and appropriate action has been taken by such party with
respect to the execution and delivery of this Assignment. This
Assignment constitutes the valid and binding obligation of such party
enforceable in accordance with the terms hereof, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’
rights and to general equity principles.







	 	b.	 	the Assignee represents and warrants to the Assignor that it
has full power and authority to enter into this Assignment, perform the
obligations of such party hereunder and consummate the transactions
contemplated hereby. All necessary and appropriate action has been taken by
such party with respect to the execution and delivery of this Assignment. This
Assignment constitutes the valid and binding obligation of such party
enforceable in accordance with the terms hereof, subject to bankruptcy,
insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.




 


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	 	5.	 	Conditions Precedent







	 	a.	 	the obligations of the Assignor to complete the Closing, unless
otherwise waived in writing by the Assignor, are subject to the fulfillment of
each of the following conditions on or before the Closing Date:







	 	(i)	 	the representations and warranties of the
Assignee shall be true and correct on the Closing Date;

	 
	 	(ii)	 	the Share Purchase Agreement has been fully
executed;

	 
	 	(iii)	 	the documents required in Section 6.01(a) to
Section 6.01(f) under the Share Transfer Agreement have been fully
executed; and

	 
	 	(iv)	 	the conditions required in Section 6.02 under
the Share Transfer Agreement have been satisfied.







	 	b.	 	The obligations of the Assignee to complete the Closing, unless
otherwise waived in writing by the Assignee, are subject to the fulfillment of
each of the following conditions on or before the Closing Date:







	 	(i)	 	the representations and warranties of the
Assignor shall be true and correct on the Closing Date;

	 
	 	(ii)	 	the Share Purchase Agreement has been fully
executed; and

	 
	 	(iii)	 	the conditions required in Section 6.03 under
the Share Transfer Agreement have been satisfied.







	 	6.	 	Termination







This Assignment shall be terminated at any time prior to the Closing by a mutual
written consent of the Assignor and the Assignee.




	 	7.	 	Expense







All costs and expenses, including but not limited to, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Assignment and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.


 


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	 	8.	 	Severability







If any term or other provision of this Assignment is invalid, illegal or incapable
of being enforced by any law or public policy, all other terms and
provisions of this Assignment shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is
not affected in any manner materially adverse to either party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this
Assignment so as to effect the original intent of the parties as closely as possible
in an acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.




	 	9.	 	Amendment







This Assignment may not be amended or modified except by an instrument in writing
signed by, or on behalf of, the Assignor and the Assignee.




	 	10.	 	Assignment and Succession







This Assignment may not be assigned by operation of Law or otherwise without the
express written consent of the other party (which consent may be granted or withheld
in the sole discretion of such party). This Assignment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.




	 	11.	 	Governing Law, Arbitration







This Agreement shall be governed by, and construed in accordance with, the Laws of
the People’s Republic of China. In the event that a dispute arises in connection
with the interpretation or implementation of this Agreement, the parties shall
attempt in the first instance to resolve such dispute through friendly
consultations. If the dispute is not resolved through consultations within thirty
(30) days after any party has served a written notice on the other parties
requesting the commencement of consultations, then any party may submit the dispute
for arbitration to the China International Economic and Trade Arbitration Commission
in accordance with its rules in force at the time. The arbitration shall take place
in Beijing and be conducted in Chinese. The arbitration award shall be final,
binding and non-appealable on the parties.


 


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	 	12.	 	Notices







All notices, requests, claims, demands and other communications made in accordance
with this Agreement hereunder will be in writing (Chinese or English) and will be
given or made and will be deemed to have been duly given or made upon receipt by
delivery in person, by courier service, by confirmed telecopy (with a copy sent by
another means specified 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 be specified by like notice.



	 	 	 	 	 
	 

	 	If to the Assignor:	 	 
	 
	 	 	 	 
	 

	 	 	 	Aero-Biotech Science & Technology Co., Ltd.



Address: 21th Floor, Tower B, Pingan 
International Financial Center, No. 1-3

Xinyuan South Road, Chaoyang District, 
Beijing


Attn: Xie Tao


Fax: 010-84381003


Postcode: 100027
	 
	 	 	 	 
	 

	 	If to the Assignee:	 	 
	 
	 	 	 	 
	 

	 	 	 	Mr. Xue Zhixin


Address: 25th Floor, Jin Gang Hotel,

No.91 Bing Zhou North Road,

Taiyuan City, Shanxi Province


Attn: Xue Zhixin


Fax: 0351-4727112


Postcode: 030001







	 	13.	 	Headings







The descriptive headings contained in this Assignment are for convenience of
reference only and shall not affect in any way the meaning or interpretation of this
Assignment.




	 	14.	 	Language







This Assignment is written in the Chinese language.



[SIGNATURE PAGES TO FOLLOW]



 


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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	ASSIGNOR	 	 	 	ASSIGNEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aero-Biotech Science & Technology Co., Ltd.	 	 	 	Xue Zhixin	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Xie Tao	 	 	 	/s/ Xue Zhixin	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Xie Tao	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Seal:
	 	 	 	 	 	 	 	 	 	 







 


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