AMENDMENT TO THE CONTRIBUTION AGREEMENT

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.

	YONGYE INTERNATIONAL LIMITED
	By:	/s/ Zishen Wu
	Name:	Zishen Wu
	Title:	Director
	FULL ALLIANCE INTERNATIONAL LIMITED
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

[Signature Page to Amendment to the Contribution Agreement]

Rollover Holders:

MR. ZISHEN WU

/s/ Zishen Wu

[Signature Page to Amendment to the Contribution Agreement]

	PROSPER SINO DEVELOPMENT LIMITED
	By:	/s/ XXXX Xxx Xxxxx, Xxxxxxxxx
	Name: XXXX Xxx Xxxxx, Xxxxxxxxx, representing INB Holdings Limited
	Title: Director

[Signature Page to Amendment to the Contribution Agreement]

	MSPEA AGRICULTURE HOLDING LIMITED
	By:	/s/ Samantha Xxxxxxxx Xxxxxx
	Name:	Samantha Xxxxxxxx Xxxxxx
	Title:	Director

[Signature Page to Amendment to the Contribution Agreement]

Schedule A

Stockholder Name		Address Facsimile		Shares		Holdco Shares
Full Alliance International Limited		Rm 1701 Wing Tuck Commercial Centre, 183 Wing Lok Street, Xxxxxx Xxx, Hong Kong Attention: Xxxxxxx Xxxxx Facsimile: x000 0000 0000		0,657,704 common shares		N/A
Mr. Zishen Wu		Suite 608, Xueyuan International Tower Xx. 0 Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxxx, Xxxxx 100083 Facsimile: x00 00 0000-0000		555,000 common shares		555,000 ordinary shares
Prosper Sino Development Limited		x/x 0000 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxx Attention: Xx XXX Xxx Xxx Facsimile: x000 0000 0000		0,030,000 common shares		option to purchase 2,030,000 ordinary shares
MSPEA Agriculture Holding Limited		Xxxxx 00, Xxxxxxxxxxxxx Xxxxxxxx Xxxxxx, 0 Xxxxxx Xxxx West, Kowloon, Hong Kong Attention: Xxx Xxx Facsimile: x000 0000 0000		0,505,113 Series A convertible preferred shares, plus 2,128,043 common shares		11,017,908 preferred shares1

¹ 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.