AGREEMENT AND PLAN OF MERGER among FULL ALLIANCE INTERNATIONAL LIMITED, YONGYE INTERNATIONAL LIMITED, YONGYE INTERNATIONAL MERGER SUB LIMITED, and YONGYE INTERNATIONAL, INC. Dated as of September 23, 2013Merger Agreement • September 23rd, 2013 • Yongye International, Inc. • Agricultural chemicals • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2013 (this “Agreement”), among Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Yongye International, Inc., a Nevada corporation (the “Company”).
Share Exchange AgreementShare Exchange Agreement • April 22nd, 2008 • Yongye Biotechnology International, Inc. • Services-personal services • New York
This Share Exchange Agreement, dated as of April 17, 2008, is made by and among Yongye Biotechnology International, Inc., a Nevada corporation (the “Acquiror Company”), Kim McElroy (the “Principal Acquiror Company Shareholder”), each of the Persons listed on Exhibit A hereto (collectively, the “Shareholders”, and individually a “Shareholder”) and Fullmax Pacific Limited, a company incorporated in the British Virgin Islands (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2008 • Yongye Biotechnology International, Inc. • Agricultural chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2008, by and among Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
Employment Contract Of Yongye International, Inc.Employment Contract • March 15th, 2012 • Yongye International, Inc. • Agricultural chemicals
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2011 • Yongye International, Inc. • Agricultural chemicals • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2011 by and between YONGYE INTERNATIONAL, INC., a Nevada corporation (the “Company”), and MSPEA AGRICULTURE HOLDING LIMITED, a Cayman Islands corporation (the “Investor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.
Working Capital Loan Contract (No. (2013) 92) (Unofficial Selective Summary Translation)Working Capital Loan Contract • August 9th, 2013 • Yongye International, Inc. • Agricultural chemicals
YONGYE INTERNATIONAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2009 • Yongye International, Inc. • Agricultural chemicals • New York
Yongye International, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC and Oppenheimer & Co. Inc. (each, an “Underwriter,” and together the “Underwriters”) an aggregate of 8,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 1,200,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and the Additional Shares are collectively referred to as the “Shares.”
Liquid Capital Loan ContractLoan Agreement • August 9th, 2013 • Yongye International, Inc. • Agricultural chemicals
Because of the need of business operations, the Borrower applies to the Lending Bank for a loan, and the Lending Bank, upon review, agrees to issue a loan to the Borrower on the terms and conditions set forth in this contract.
LIMITED GUARANTEELimited Guarantee • September 23rd, 2013 • Yongye International, Inc. • Agricultural chemicals • New York
LIMITED GUARANTEE, dated as of September 23, 2013 (this “Limited Guarantee”), by Mr. Zishen Wu and MSPEA Agriculture Holding Limited (the “Guarantors” and each, a “Guarantor”) in favor of Yongye International, Inc., a Nevada 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).
COMMON STOCK PURCHASE WARRANT YONGYE BIOTECHNOLOGY INTERNATIONAL, INC.Warrant Agreement • April 22nd, 2008 • Yongye Biotechnology International, Inc. • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 9th, 2014 • Yongye International, Inc. • Agricultural chemicals
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 9, 2014, among Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Yongye International, Inc., a Nevada corporation (the “Company”). Holdco, Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
SERVICE AGREEMENTService Agreement • June 11th, 2009 • Yongye Biotechnology International, Inc. • Agricultural chemicals • New York
THIS SERVICE AGREEMENT ("Agreement") is entered into as of the ____ day of, April 2009 between Yongye Biotechnology International, Inc, whose principal offices are Suite 608, Xueyuan International Tower, No.1 Zhichun Road, Haidian District, Beijing, China (hereinafter referred to as the Company") and , (hereinafter referred to as the "Director") to provide the terms under which the Director shall perform his functions as a elected independent director to the Board of Directors of the Company during his or her respective terms.
Liquid Capital Loan ContractLiquid Capital Loan Contract • May 12th, 2014 • Yongye International, Inc. • Agricultural chemicals
Because of the need of business operations, the Borrower applies to the Lending Bank for a loan, and the Lending Bank, upon review, agrees to issue a loan to the Borrower on the terms and conditions set forth in this contract.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2008 • Yongye Biotechnology International, Inc. • Agricultural chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 5, 2008, by and among Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), Inner Mongolia Yongye Nong Feng Biotechnology Co., Ltd., a cooperative joint venture organized under the laws of the People’s Republic of China (“CJV”), and the investors listed on the Schedule of Investors attached hereto as Appendix A (each, an “Investor” and collectively, the “Investors”).
Loan ContractLoan Agreement • May 12th, 2014 • Yongye International, Inc. • Agricultural chemicals
To meet the need of its production operation, Party B applies to Party A for a liquid capital loan. Upon review, Party A agrees to issue this loan. Therefore, pursuant to the provisions of the relevant law, Party A and Party B, after full consultation, have reached the agreement on the provisions set forth below and entered into this contract.
CONSORTIUM AGREEMENTConsortium Agreement • October 16th, 2012 • Yongye International, Inc. • Agricultural chemicals • Hong Kong
THIS CONSORTIUM AGREEMENT (this "Agreement") is dated as of October 15, 2012 and is entered into by and among Zishen Wu ("Founder"), Full Alliance International Limited ("Full Alliance" or "Holdco"), MSPEA Agriculture Holding Limited ("MSPEA") and Abax Global Capital (Hong Kong) Limited ("Abax"). Each of Founder, Full Alliance, MSPEA and Abax is referred to herein as a "Party", and collectively, the "Parties".
VOTING AGREEMENTVoting Agreement • September 23rd, 2013 • Yongye International, Inc. • Agricultural chemicals • Nevada
VOTING AGREEMENT, dated as of September 23, 2013 (this “Agreement”), by and among Yongye International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), the stockholders of Yongye International, Inc., a Nevada corporation (the “Company”) listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”) and the Company. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT YONGYE BIOTECHNOLOGY INTERNATIONAL, INC.Warrant Agreement • April 22nd, 2008 • Yongye Biotechnology International, Inc. • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), up to ______________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • December 31st, 2012 • Yongye International, Inc. • Agricultural chemicals
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Maximum Amount Guarantee ContractMaximum Amount Guarantee Contract • August 9th, 2012 • Yongye International, Inc. • Agricultural chemicals
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • September 9th, 2008 • Yongye Biotechnology International, Inc. • Agricultural chemicals • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of September 5, 2008, is entered into by and among Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), the Investors (as defined below), Full Alliance International Limited, an international business incorporated under the laws of the British Virgin Islands, (“Make Good Pledgor”), ROTH Capital Partners, LLC (“Roth”) and Tri-State Title & Escrow LLC, as escrow agent (“Escrow Agent”).
Maximum Amount Pledge ContractMaximum Amount Pledge Contract • May 12th, 2014 • Yongye International, Inc. • Agricultural chemicals
To ensure the performance of the Comprehensive Credit Facility Agreement (Contract Number: HHHT(2012)ZHSX0034) (the "Master Contract"), dated March 13, 2014, entered into between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (the “Borrower”) and the Pledgee, the Pledgor agrees to provide certain invention patents, to which the Pledgor has the ownership right and disposition right, as guarantee for all the debts under the Master Contract. The Pledgee, upon review of the pledged items, agrees to accept such pledge guarantee, and the two parties have entered into this pledge contract as below.
Trust Loan Contract (No. (2013) SDXTHS08 - YYFM) (Unofficial Selective Summary Translation)Trust Loan Contract • August 9th, 2013 • Yongye International, Inc. • Agricultural chemicals
Whereas, Party A has accepted the trust fund entrusted by Baoshang Bank Holdings Co., Ltd. as its trustee and agrees to use the trust fund to provide a trust loan to Party B in accordance with the provisions of Trust Fund Contract (contract No. SDXTHS08). The parties hereto have reached agreement regarding the trust loan provided by Party A to Party B as follows.
COMMON STOCK PURCHASE WARRANT YONGYE BIOTECHNOLOGY INTERNATIONAL, INC.Investor Warrant • September 9th, 2008 • Yongye Biotechnology International, Inc. • Agricultural chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ (the “Holder“) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yongye Biotechnology International, Inc., a Nevada corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Pledge ContractPledge Agreement • November 12th, 2013 • Yongye International, Inc. • Agricultural chemicals
To ensure the performance of the Liquid Capital Loan Agreement (hereinafter, the “Master Contract”) between the Pledgee and Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (hereinafter, the “Debtor”), the Pledgor is willing to provide a pledge as guarantee. The Pledgor and the Pledgee have entered into the following pledge agreement.
Comprehensive Credit Facility AgreementComprehensive Credit Facility Agreement • May 12th, 2014 • Yongye International, Inc. • Agricultural chemicals
Pursuant to the provisions of PRC “Commercial Banking Law”, “Commercial Bank Credit Granting and Management Interim Policies”, “Commercial Bank Group Client Credit Business Risk Management Guidelines” and other relevant statutes, the Borrower ("Party A") and the Creditor ("Party B") have entered into this Agreement as below.
LOCK-UP AGREEMENTLock-Up Agreement • April 22nd, 2008 • Yongye Biotechnology International, Inc. • Services-personal services • New York
ContractCommitment Letter • April 16th, 2013 • Yongye International, Inc. • Agricultural chemicals
Very truly yours, ABAX GLOBAL CAPITAL (HONG KONG) LIMITED By: /s/ Donald Yang Name: Donald Yang Title: Managing Partner and Chief Investment Officer
Sino-Foreign Cooperative Joint Venture Contract November 16, 2007Sino-Foreign Cooperative Joint Venture Contract • April 22nd, 2008 • Yongye Biotechnology International, Inc. • Services-personal services
China Development Bank Domestic Factoring Financing Contract (With Recourse) (No. 1510201301400078488) (This Is a Selective and Summary Translation for Reference Only)Factoring Financing Contract • March 17th, 2014 • Yongye International, Inc. • Agricultural chemicals
Whereas, the factoring financing applicant Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (hereinafter, the “Seller”) proposes to adopt the sell-on-credit method in selling goods and services to the Buyers (the Seller’s trading partners) hereunder and agrees to transfer the corresponding accounts receivable to China Development Bank (Inner Mongolia Branch) (hereinafter, “CDB”) for recourse factoring financing from CDB.
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • May 31st, 2011 • Yongye International, Inc. • Agricultural chemicals • New York
Working Capital Loan ContractLoan Agreement • August 9th, 2012 • Yongye International, Inc. • Agricultural chemicals
Personal Property Pledge Contract (Total Quantity Control Model) (Selective and Summary Translation)Personal Property Pledge Contract • March 15th, 2012 • Yongye International, Inc. • Agricultural chemicals
October 12, 2012 The Board of Directors Yongye International, Inc. 6th Floor, Suite 608, Xue Yuan International Tower No. 1 Zichun Road, Haidian District Beijing, China Dear Sirs:Confidentiality Agreement • October 16th, 2012 • Yongye International, Inc. • Agricultural chemicals
Reference is made to the Confidentiality Agreement, dated as of September 4, 2012 (as may be amended, supplemented or otherwise modified from time to time, the “Confidentiality Agreement”) between Abax Global Capital (Hong Kong) Limited (“Abax”) and Yongye International, Inc. (the “Company”).
Vehicle Usage AgreementVehicle Usage Agreement • August 13th, 2009 • Yongye Biotechnology International, Inc. • Agricultural chemicals
