ARTICLE I THE EXCHANGE ------------Share Exchange Agreement • June 21st, 2005 • Vorsatech Ventures, Inc. • Non-operating establishments
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2008 • Synutra International, Inc. • Dairy products
Adhering to the principle of voluntariness and equality and in accordance with the Labor Law of the People’s Republic of China and related regulations currently in effect, Party A and Party B hereby enter into this Agreement for joint observance upon mutual agreement through consultation.
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2008 • Synutra International, Inc. • Dairy products
Adhering to the principle of voluntariness and equality and in accordance with the Labor Law of the People’s Republic of China and related regulations currently in effect, Party A and Party B hereby enter into this Agreement for joint observance in good faith.
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
Party A (Employer) Name: Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D Center Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): Name: Weiguo Zhang Sex: Male ID Number: 452023247 (United States)
FIRST AMENDMENT AGREEMENT TO LOAN AGREEMENTLoan Agreement • March 4th, 2010 • Synutra International, Inc. • Dairy products • New York
This LOAN AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is entered into as of October 11, 2007 by and among Synutra International, Inc., a Delaware corporation (the “Borrower”), ABN AMROThe Royal Bank of Scotland N.V., as Administrative Agent and Collateral Agent, ABN AMROThe Royal Bank of Scotland N.V., as Arranger and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FAT-ENRICHED OR NON FAT-ENRICHED DEMINERALIZED WHEY POWDER SUPPLY AGREEMENTWhey Powder Supply Agreement • November 9th, 2012 • Synutra International, Inc. • Dairy products
A simplified joint stock company with a capital of €18,560,928, headquartered at Port Sur Saone 70170 – Route de Luxeuil les bains, registered at the Commercial and Corporate Registry of Vesoul-Gray under number B 400 869 277,
Share Pledge AgreementShare Pledge Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
This Share Pledge Agreement (hereinafter referred to as “This Agreement”) was entered into in Qingdao, China, on July 20, 2008 by the following parties (hereinafter referred to as “Parties to the Agreement”):
SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 30th, 2010 • Synutra International, Inc. • Dairy products • New York
Synutra International, Inc., a corporation incorporated in Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company and, at the election of the Underwriters, up to 495,000 additional shares of Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares”.
AgreementDairy Production and Processing Agreement • November 9th, 2006 • Synutra International, Inc. • Non-operating establishments
In order to speed up local economic development, improve structural reforms of local industries, and to push forward commercial development of local agri-business and husbandry, Party A intends to introduce Party B to establish, within Zheng Lan Qi area, a 100% foreign owned dairy production and processing company. The following understanding has been reached and agreed upon. Party B intends to take control of all the assets (including land use rights and all milk collection facilities) of the company formerly known as Zheng Lan Qi Wan Da Shan Dairy Company, Ltd of Inner Mongolia (hereafter referred to as “Lan Qi Dairy”), at a price of RMB 31,000,000, in order to establish a wholly foreign-owned company (hereafter referred to as “New Foreign Company”) and to complete building of the facilities so to ensure its commissioning within the year.
Share-holding Entrustment AgreementShareholding Entrustment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
This Share-holding Entrustment Agreement (this “Agreement”) is entered into in of the People’s Republic of China (hereinafter “PRC”) as of July 20, 2008, by and among the following four Parties:
THIS SHARE EXCHANGE AGREEMENT, dated as of the 14th day of June, 2005 (the “Agreement”), by and among Vorsatech Ventures, Inc., a Delaware corporation (the “Company”); Thomas Braun (“Braun”) and Berlin Capital Investments, Inc., a British Columbia...Share Exchange Agreement • July 21st, 2005 • Vorsatech Ventures, Inc. • Non-operating establishments
ABN AMRO BANK N.V., HONG KONG BRANCH 38/F, Cheung Kong Centre Hong KongUsd Facility Side Letter Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York
This USD Facility Side Letter Agreement (this “Agreement”) is delivered to you in connection with the Loan Agreement to be entered into among Synutra International, Inc., as the Borrower (the “Borrower”), Liang Zhang and Xiuqing Meng, each as a Guarantor, and ABN AMRO Bank N.V., Hong Kong Branch, as the Lender and the Collateral Agent, on the date hereof (the “Loan Agreement”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 1st, 2007 • Synutra International, Inc. • Non-operating establishments • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 24th day of May 2007 by and among Synutra International, Inc., a Delaware corporation (the “Company”) and Warburg Pincus Private Equity IX, L.P. (the “Investor”).
LIMITED GUARANTEELimited Guarantee • November 17th, 2016 • Synutra International, Inc. • Dairy products • Delaware
LIMITED GUARANTEE, dated as of November 17, 2016 (this “Limited Guarantee”), by Mr. Liang Zhang and Ms. Xiuqing Meng (the “Guarantors” and each, a “Guarantor”) in favor of Synutra International, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
SYNUTRA INTERNATIONAL, INC., THE BANK OF NEW YORK, as Warrant Agent and ABN AMRO BANK N.V., Hong Kong Branch as Initial HolderWarrant Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York
WARRANT AGREEMENT dated as of April 19, 2007, between SYNUTRA INTERNATIONAL, INC., a company organized under the laws of the State of Delaware (as further defined below, the “Company”), the Bank of New York, as warrant agent (the “Warrant Agent”) and ABN AMRO BANK N.V., Hong Kong Branch, as initial holder (the “Initial Holder”).
BETWEEN THE UNDERSIGNED: SODIAAL UNIONPartnership Framework Agreement • November 9th, 2012 • Synutra International, Inc. • Dairy products
An agricultural cooperative company with variable capital, registered under No. 2245, headquartered at Paris (75014) 170 bis, boulevard du Montparnasse, registered at the Commercial and Corporate Registry of Paris under number D 351 572 888,
SYNUTRA INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 15th, 2009 • Synutra International, Inc. • Dairy products • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between Synutra International, Inc., a Delaware corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
Exclusive Consulting and Service AgreementExclusive Consulting and Service Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products • Beijing
This Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Qingdao of China as of July 20, 2008 by and among the Following Parties:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2008 • Synutra International, Inc. • Dairy products • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2008 by and among SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Company”), BEAMS POWER INVESTMENT LIMITED, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Issuer”), and WARBURG PINCUS PRIVATE EQUITY IX, L.P. (including its successors, permitted assigns and transferees, the “Buyer”), in connection with that certain Note Purchase Agreement, dated as of April 23, 2008 (as may be amended or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Buyer (the Company, the Issuer and the Buyer are each individually also referred to as a “Party” and together referred to as the “Parties”). The capitalized terms used herein shall have the same respective meanings as those defined in the Purchase Agreement, unless otherwise defined herein.
Assets Purchase Agreement Sheng Yuan Nutritional Food Co., Ltd. Beijing Huilian Food Co., Ltd.Assets Purchase Agreement • July 18th, 2008 • Synutra International, Inc. • Dairy products
Party A and Party B hereby enter into this agreement (“Agreement”) concerning Party A’s proposal on purchasing the assets held by Party B by way of assets transfer, through friendly negotiation and on the principle of equality, voluntariness, and bona fide.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • June 29th, 2006 • Synutra International, Inc. • Non-operating establishments
This License and Supply Agreement ("Agreement") is made and entered into as of the 1st day of September, 2003 ("Effective Date"), by and between (i) Martek Biosciences Corporation, a Delaware USA corporation ("Licensor"), and (ii) American St. George Biological Technology Corporation, a corporation organized under the laws of Illinois with offices located at 9784 Athletic Way, Gaithersburg, Maryland 20878 ("Licensee").
MILK SUPPLY AGREEMENTMilk Supply Agreement • November 9th, 2012 • Synutra International, Inc. • Dairy products
An agricultural cooperative company with variable capital, registered under No. 2245, headquartered at Paris (75014) 170 bis, boulevard du Montparnasse, registered in the Paris Commercial and Corporate Registry under number D 351 572 888,
ContractRegistration Rights Agreement • March 5th, 2014 • Synutra International, Inc. • Dairy products • New York
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SYNUTRA INTERNATIONAL, INC. (SYUT), the Company; BEAMS POWER INVESTMENT LIMITED, the Pledgor; and DEUTSCHE BANK AG, HONG KONG BRANCH the Facility Agent dated as of March 3, 2014
LOAN AGREEMENT dated as of April 19, 2007 among Synutra International, Inc. Liang Zhang Xiuqing Meng and ABN AMRO Bank N.V., Hong Kong BranchLoan Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York
This LOAN AGREEMENT (“Agreement”) is entered into as of April 19, 2007 by and among Synutra International, Inc., a Delaware corporation (the “Borrower”), Liang Zhang, Xiuqing Meng (“Individual Guarantors”) and ABN AMRO Bank N.V., Hong Kong Branch, as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).
COLLATERAL AGREEMENTCollateral Agreement • October 17th, 2007 • Synutra International, Inc. • Dairy products • New York
AGREEMENT dated as of October 11, 2007 (this “Agreement”) among SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), SYNUTRA, INC., an Illinois corporation (the “Pledged Stock Issuer”) and ABN AMRO BANK N.V., as Collateral Agent (the “Collateral Agent”) and Administrative Agent (the “Administrative Agent”).
COLLATERAL AGREEMENTCollateral Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York
AGREEMENT dated as of April 19, 2007 (this “Agreement”) among BEAMS POWER INVESTMENT LIMITED, an International Business Companies Act company re-registered as a BVI business company organized under the laws of the British Virgin Islands (the “Lien Grantor”), SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Issuer”) and ABN AMRO BANK N.V., HONG KONG BRANCH as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).
Equity Disposal AgreementEquity Disposal Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
This Equity Disposal Agreement (the “Agreement”) is entered into in Qingdao of the People’s Republic of China as of July 20, 2008 by and among the following Parties (hereinafter “Parties of the Agreement”):
SYNUTRA INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 15th, 2009 • Synutra International, Inc. • Dairy products • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between Synutra International, Inc., a Delaware corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
Share-holding Entrustment AgreementShareholding Entrustment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
This entrustment agreement (hereinafter called as “this agreement”) was signed by following parties (hereinafter called as “agreement parties) in Qingdao, China on July 20, 2008.
ABN AMRO BANK N.V. 38/F, Cheung Kong Centre Hong KongUs Dollar Facility Fee Letter Agreement • October 17th, 2007 • Synutra International, Inc. • Dairy products • New York
This US Dollar Facility Fee Letter Agreement (this “Agreement”) is delivered to you in connection with the Loan Agreement to be entered into on the date hereof (the “Loan Agreement”) among Synutra International, Inc., as the Borrower (the “Borrower”), ABN AMRO Bank N.V., as the Arranger (the “Arranger”), ABN AMRO Bank N.V., as the Collateral Agent and the Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (the “Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2012 • Synutra International, Inc. • Dairy products
Party A (Employer) Name: Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D Center Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): Name: Feng Zha Sex: Male ID Number: 310104196310102813
SYNUTRA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York
This Registration Rights Agreement (the “Agreement”) is made as of April 19, 2007, by and between SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Company”) and ABN AMRO BANK N.V., HONG KONG BRANCH (the “Initial Holder”) in connection with the issuance of warrants to purchase shares of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company (each individually, a “Warrant”, and collectively, the “Warrants”) pursuant to the Warrant Agreement dated as of the date hereof (the “Warrant Agreement”) among the Company, the Bank of New York, as warrant agent and the Initial Holder.
WHEY SUPPLY AGREEMENTWhey Supply Agreement • November 9th, 2012 • Synutra International, Inc. • Dairy products
A simplified joint stock company, with capital of €18,560,928, headquartered at Port Sur Saone (70170) Route de Luxeuil les bains, registered at the Commercial and Corporate Registry of Vesoul-Gray under number B 400 869 277,
AGREEMENT AND PLAN OF MERGER by and among BEAMS POWER INVESTMENT LIMITED BEAMS POWER MERGER SUB LIMITED and SYNUTRA INTERNATIONAL, INC. Dated as of November 17, 2016Merger Agreement • November 17th, 2016 • Synutra International, Inc. • Dairy products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 17, 2016, is entered into by and among Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Synutra International, Inc., a Delaware corporation (the “Company”).
Business Operating AgreementBusiness Operating Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products
The business operating agreement (hereinafter “this agreement”) is entered into between the following Parties (hereinafter “the parties to this agreement”) on July 20th, 2008 in Qingdao, China.
