AMENDMENT TO THE CONTRIBUTION AGREEMENT
EXHIBIT 99.2
EXECUTION VERSION
AMENDMENT TO THE CONTRIBUTION AGREEMENT
This AMENDMENT TO THE CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of November 25, 2013, by and among Yongye International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Full Alliance International Limited, a British Virgin Islands company and a direct parent entity of Parent (“Holdco”), and certain stockholders of Yongye International, Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Holder” and collectively, the “Rollover Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the contribution agreement entered into among Parent, Holdco and the Rollover Holders on September 23, 2013 (the "Contribution Agreement")
RECITALS
WHEREAS, Holdco, Parent and Rollover Holders intend to correct the number of shares in Holdco to be owned by MSPEA Agriculture Holding Limited after the Merger.
AMENDMENT
NOW, THEREFORE, pursuant to Section 13 of the Contribution Agreement, Holdco, Parent and Rollover Holders hereby agree as follows:
1. Replacement of Schedule A. The Schedule A of the Contribution Agreement shall be replaced in its entirety by the Schedule A hereof.
2. No Modification of Any Other Provision. Except for the Schedule A of the Contribution Agreement, no provision or any other part of the Contribution Agreement is amended, altered, supplemented or otherwise modified and shall remain in full force and effect.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, Parent, Holdco and the Rollover Holders have caused to be executed or executed this Amendment as of the date first written above.
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YONGYE INTERNATIONAL LIMITED
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By:
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/s/ Zishen Wu | |
| Name: | Zishen Wu | ||
| Title: | Director | ||
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FULL ALLIANCE INTERNATIONAL LIMITED
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By:
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/s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Director | ||
[Signature Page to Amendment to the Contribution Agreement]
| Rollover Holders: | |||
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MR. ZISHEN WU
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/s/ Mr. Zishen Wu | ||
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PROSPER SINO DEVELOPMENT LIMITED
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By:
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/s/ Xxxx XXXX Soo Xxxxx, Xxxxxxxxx | |
| Name: |
Xxxx XXXX Soo Xxxxx, Xxxxxxxxx,
representing INB Holdings Limited
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| Title: | Director | ||
[Signature Page to Amendment to the Contribution Agreement]
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MSPEA AGRICULTURE HOLDING LIMITED
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By:
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/s/ Samantha Xxxxxxxx Xxxxxx | |
| Name: |
Samantha Xxxxxxxx Xxxxxx
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| Title: | Director | ||
[Signature Page to Amendment to the Contribution Agreement]
Schedule A
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Stockholder Name
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Address
Facsimile
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Shares
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Holdco
Shares
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Full Alliance International Limited
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Rm 1701 Wing Tuck Commercial
Centre, 183 Wing Lok Street,
Xxxxxx Xxx, Hong Kong
Attention: Xxxxxxx Xxxxx
Facsimile: x000 0000 0000
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0,657,704
common shares
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N/A
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Mr. Zishen Wu
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Suite 608, Xueyuan International Tower
Xx. 0 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxx 100083
Facsimile: x00 00 0000-0000
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555,000
common shares
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555,000
ordinary shares
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Prosper Sino Development Limited
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x/x 0000 Xxxxxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxx
Attention: Xx XXX Xxx Xxx
Facsimile: x000 0000 0000
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0,030,000
common shares
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option to
purchase
2,030,000
ordinary shares
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MSPEA Agriculture Holding Limited
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Xxxxx 00, Xxxxxxxxxxxxx Xxxxxxxx Xxxxxx,
0 Xxxxxx Xxxx West, Kowloon, Hong Kong
Attention: Xxx Xxx
Facsimile: x000 0000 0000
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0,505,113
Series A
convertible
preferred shares,
plus 2,128,043
common shares
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11,017,908
preferred shares1
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__________________________________________
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1
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Assuming December 31, 2013 as the effective time of the Merger. Numbers subject to adjustments based upon accrual of payment-in-kind dividends upon preferred shares owned by MSPEA to the actual effective time of the Merger.
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