CLOSING ESCROW AGREEMENT
EXHIBIT
10.4
This
Escrow Agreement, dated as of April 17, 2008 (this “Agreement”),
is
entered into by and among Inner Mongolia Yongye Nong Feng Biotechnology Co.,
Ltd., a cooperative joint venture organized under the laws of the People’s
Republic of China, with an address at 6th
Floor,
Suite 608 Xxx Xxxx International Tower, Xx. 0, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, XXX (the “Company”),
XXXX
Capital Partners, LLC, having an address at 00 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxxx
Xxxxx, XX 00000 (the “Placement Agent”), and Tri-State Title & Escrow, LLC,
with its principal offices located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
(the
“Escrow
Agent”).
The
Placement Agent and the Company are sometimes referred to herein as the
Escrowing Parties.
WITNESSETH:
WHEREAS,
the Company, is contemplating a reverse merger transaction with a public
reporting company in the United States (“PubCo.”),
which shall undertake a private offering pursuant to Rule 506 of Regulation
D of
the Securities Act of 1933, as amended (the “Offering”
and
the
“Act,”
respectively) of PubCo.’s common shares and warrants (collectively, the
“Securities”)
on a
“best efforts” basis pursuant to a Securities Purchase Agreement, such offering
to be made solely to accredited investors, as that term is defined in the Act;
and
WHEREAS,
the Company and the Placement Agent desire to deposit all proceeds received
from
subscriptions for the Securities in the Offering (the “Escrowed
Funds”)
with
the Escrow Agent, to be held in escrow until joint written instructions are
received by the Escrow Agent from the Company and the Placement Agent, from
time
to time, at which time the Escrow Agent will disburse the Escrowed Funds in
accordance with the instructions (a “Closing”);
and
WHEREAS,
Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to
the
terms and conditions of this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby agree as follows:
1. Appointment
of Escrow Agent.
The
Company and the Placement Agent hereby appoint Escrow Agent
as
escrow agent in accordance with the terms and conditions set forth herein and
the Escrow Agent hereby accepts such appointment.
2. Delivery
of the Escrowed Funds.
2.1.
The
Placement Agent and/or the Company will direct subscribers in the Offering
to
deliver the Escrowed Funds to the Escrow Agent, addressed to the following
account of the Escrow Agent:
|
Account
Name:
|
Tri-State
Title & Escrow, LLC
(f/b/o
Yongye Biotechnology International, Inc.) Escrow
Account
|
|
Bank:
|
Xxxxxxxx
Xxxx, XxXxxx, XX 00000
|
|
Account
No.:
|
5060024931
|
|
ABA:
|
000000000
|
2.2.
(a)
All Subscribers’ checks shall be made payable to “Tri-State Title & Escrow,
LLC” and shall be delivered to the Escrow Agent at the address set forth on
Exhibit A hereto and shall be accompanied by a written account of subscription
in the form attached hereto as Exhibit
B
(the
“Subscription
Information”).
The
Escrow Agent shall, upon receipt of a Subscription, together with the related
Purchase Price therefore, deposit the related Purchase Price of said
Subscription in the Escrow Account for collection; or (b) all funds to be wired
shall be wired to the account set forth in Section 2.1 above and written
Subscription Information shall be faxed or emailed to the Escrow Agent in
accordance with the information provided on Exhibit
A.
2.3.
Any
checks which are received by Escrow Agent that are made payable to a party
other
than the Escrow Agent shall be returned directly to the Placement Agent together
with any documents delivered therewith. Simultaneously with each deposit, the
Placement Agent shall provide the Escrow Agent with the Subscription Information
to include the name, address and taxpayer identification number of each
Subscriber and of the aggregate principal amount of Securities subscribed for
by
such Subscriber. The Escrow Agent is not obligated, and may refuse, to accept
checks that are not accompanied by a Subscription containing the requisite
information.
2.4.
In
the event a wire transfer is received by the Escrow Agent and the Escrow Agent
has not received Subscription Information, the Escrow Agent shall notify the
Placement Agent. If the Escrow Agent does not receive the Subscription
Information by such Subscriber prior to close of business on the third business
day (days other than a Saturday or Sunday or other day on which the Escrow
Agent
is not open for business in the State of Virginia) after notifying Placement
Agent of receipt of said wire, the Escrow Agent shall return the funds to the
prospective purchaser.
3. Escrow
Agent to Hold and Disburse Escrowed Funds.
The
Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
to the terms of this Escrow Agreement, as follows:
3.1.
Upon
receipt of joint instructions from the Company and the Placement Agent, in
substantially the form of Exhibit
C
hereto,
the Escrow Agent shall release the Escrowed Funds as directed in such
instructions.
3.2.
In
the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the
subject of litigation, or if the Escrow Agent shall desire to do so for any
other reason, the Company authorizes the Escrow Agent, at its option, to deposit
the Escrowed Funds with the clerk of the court in which the litigation is
pending, or a court of competent jurisdiction if no litigation is pending,
and
thereupon the Escrow Agent shall be fully relieved and discharged of any further
responsibility with regard thereto. The Company also authorizes the Escrow
Agent, if it receives conflicting claims to the Escrow Funds, is threatened
with
litigation or if the Escrow Agent shall desire to do so for any other reason,
to
interplead all interested parties in any court of competent jurisdiction and
to
deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow
Agent shall be fully relieved and discharged of any further responsibility
hereunder to the parties from which they were received.
2
3.3.
In
the event that the Escrow Agent does not receive any instructions by a date
that
is 90 days from the date of this Agreement (the “Escrow
Termination Date”),
all
Escrowed Funds shall be returned to the parties from which they were received,
without interest thereon or deduction therefrom.
4. Exculpation
and Indemnification of Escrow Agent.
4.1.
The
Escrow Agent shall haven no duties or responsibilities other than those
expressly set forth herein. The Escrow Agent shall have no duty to enforce
any
obligation of any person to make any payment or delivery, or to direct or cause
any payment or delivery to be made, or to enforce any obligation of any person
to perform any other act. The Escrow Agent shall be under no liability to the
other parties hereto or anyone else, by reason of any failure, on the part
of
any party hereto or any maker, guarantor, endorser or other signatory of a
document or any other person, to perform such person’s obligations under any
such document. Except for amendments to this Escrow Agreement referenced below,
and except for written instructions given to the Escrow Agent by the Escrowing
Parties relating to the Escrowed funds, the Escrow Agent shall not be obligated
to recognize any agreement between or among any of the Escrowing Parties,
notwithstanding that references hereto may be made herein and whether or not
it
has knowledge thereof.
4.2.
The
Escrow Agent shall not be liable to the Company, the Placement Agent or to
anyone else for any action taken or omitted by it, or any action suffered by
it
to be taken or omitted, in good faith and acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the
Escrow Agent), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained), which is believed by the Escrow Agent to be genuine and
to
be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any of the terms thereof, unless evidenced by written notice
delivered to the Escrow Agent signed by the proper party or parties and, if
the
duties or rights of the Escrow Agent are affected, unless it shall give its
prior written consent thereto.
4.3.
The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the
form, or of the execution, validity, value or genuineness of, any document
or
property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable to
the
Company, the Placement Agent or to anyone else in any respect on account of
the
identity, authority or rights, of the person executing or delivering or
purporting to execute or deliver any document or property or this Escrow
Agreement. The Escrow Agent shall have no responsibility with respect to the
use
or application of the Escrowed Funds pursuant to the provisions
hereof.
3
4.4.
The
Escrow Agent shall have the right to assume, in the absence of written notice
to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does
not
exist or has not occurred, without incurring liability to the Company, the
Placement Agent or to anyone else for any action taken or omitted to be taken
or
omitted, in good faith and in the exercise of its own best judgment, in reliance
upon such assumption.
4.5.
To
the extent that the Escrow Agent becomes liable for the payment of taxes,
including withholding taxes, in respect of income derived from the investment
of
the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay
such
taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
such amount as the Escrow Agent estimates to be sufficient to provide for the
payment of such taxes not yet paid, and may use the sum withheld for that
purpose. The Escrow Agent shall be indemnified and held harmless against any
liability for taxes and for any penalties in respect of taxes, on such
investment income or payments in the manner provided in Section
4.6.
4.6.
The
Escrow Agent will be indemnified and held harmless by the Company and the
Placement Agent from and against all expenses, including all counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or proceedings involving any claim, or in connection with any
claim
or demand, which in any way, directly or indirectly, arises out of or relates
to
this Escrow Agreement, the services of the Escrow Agent hereunder, except for
claims relating to gross negligence by Escrow Agent or breach of this Escrow
Agreement by the Escrow Agent, or the monies or other property held by it
hereunder. Promptly after the receipt of the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall, if a claim in respect thereof is to be made against an
Escrowing Party, notify each of them thereof in writing, but the failure by
the
Escrow Agent to give such notice shall not relieve any such party from any
liability which an Escrowing Party may have to the Escrow Agent hereunder.
Notwithstanding any obligation to make payments and deliveries hereunder, the
Escrow Agent may retain and hold for such time as it deems necessary such amount
of monies or property as it shall, from time to time, in its sole discretion,
seem sufficient to indemnify itself for any such loss or expense and for any
amounts due it under Section 7.
4.7.
For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating
or
defending against any such claim, demand, action, suit or proceeding. 5.
4
5. Termination
of Agreement and Resignation of Escrow Agent
5.1.
This
Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds,
provided that the rights of the Escrow Agent and the obligations of the Company
and the Placement Agent under Section 4 shall survive the termination
hereof.
5.2.
The
Escrow Agent may resign at any time and be discharged from its duties as Escrow
Agent hereunder by giving the Company and the Placement Agent at least five
(5)
business days written notice thereof (the “Notice Period”). As soon as
practicable after its resignation, the Escrow Agent shall, if it receives notice
from the Company and the Placement Agent within the Notice Period, turn over
to
a successor escrow agent appointed by the Company and the Placement Agent all
Escrowed Funds (less such amount as the Escrow Agent is entitled to retain
pursuant to Section 7) upon presentation of the document appointing the new
escrow agent and its acceptance thereof. If no new agent is so appointed within
the Notice Period, the Escrow Agent shall return the Escrowed Funds to the
parties from which they were received without interest or decoction. 6.
6. Form
of Payments by Escrow Agent.
6.1.
Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of
this
Escrow Agreement shall be made by wire transfer unless directed to be made
by
check by the Escrowing Parties.
6.2.
All
amounts referred to herein are expressed in United States Dollars and all
payments by the Escrow Agent shall be made in such dollars.
7. Compensation.
Escrow
Agent shall be entitled to the following compensation from the
Company:
7.1.
Documentation
Fee:
The
Company shall pay a documentation fee to the Escrow Agent of $4,000, out of
the
first Closing.
7.2.
Closing
Fee:
The
Company shall pay a fee of $500 to the Escrow Agent at each Closing. For
purposes of this Section 7.2, a Closing shall mean each time the Escrow Agent
receives joint instructions from the Company and the Placement Agent to disburse
Escrowed Funds in accordance with the terms of this Agreement.
7.3.
Interest:
The
Company hereby agrees that Escrow Agent shall retain 100% of the interest earned
during the time the Escrowed Funds are held in escrow hereunder.
8. Notices.
All
notices, requests, demands, and other communications provided herein shall
be in
writing, shall be delivered by hand or by first-class mail, shall be deemed
given when received and shall be addressed to parties hereto at their respective
addresses first set forth on Exhibit
A
hereto.
9. Further
Assurances From
time
to time on and after the date hereof, the Company and the Placement Agent shall
deliver or cause to be delivered to the Escrow Agent such further documents
and
instruments and shall do and cause to be done such further acts as the Escrow
Agent shall reasonably request (it being understood that the Escrow Agent shall
have no obligation to make any such request) to carry out more effectively
the
provisions and purposes of this Escrow Agreement, to evidence compliance
herewith or to assure itself that it is protected in acting
hereunder.
5
10. Consent
to Service of Process The
Company and the Placement Agent hereby irrevocably consent to the jurisdiction
of the courts of the State of New York and of any Federal court located in
such
state in connection with any action, suit or proceedings arising out of or
relating to this Escrow Agreement or any action taken or omitted hereunder,
and
waives personal service of any summons, complaint or other process and agrees
that the service thereof may be made by
certified or registered mail directed to it at the address listed on
Exhibit
A
hereto.
11. Miscellaneous.
11.1.
This Escrow Agreement shall be construed without regard to any presumption
or
other rule requiring construction against the party causing such instrument
to
be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as
used in this Escrow Agreement, refer to the Escrow Agreement in its entirety
and
not only to the particular portion of this Escrow Agreement where the term
is
used. The word “person” shall mean any natural person, partnership, corporation,
government and any other form of business of legal entity. All words or terms
used in this Escrow Agreement, regardless of the number or gender in which
they
were used, shall be deemed to include any other number and any other gender
as
the context may require. This Escrow Agreement shall not be admissible in
evidence to construe the provisions of any prior agreement.
11.2.
This Escrow Agreement and the rights and obligations hereunder of the Company
and Placement Agent may not be assigned. This Escrow Agreement and the rights
and obligations hereunder of the Escrow Agent may be assigned by the Escrow
Agent. This Escrow Agreement shall be binding upon and inure to the benefit
of
each party’s respective successors, heirs and permitted assigns. No other person
shall acquire or have any rights under or by virtue of this Escrow Agreement.
This Escrow Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the Escrow Agent
and all Escrowing Parties. This Escrow Agreement is intended to be for the
sole
benefit of the parties hereto and their respective successors, heirs and
permitted assigns, and none of the provisions of this Escrow Agreement are
intended to be, nor shall they be construed to be, for the benefit of any third
person.
11.3.
This Escrow Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Virginia. The representations and warranties
contained in this Escrow Agreement shall survive the execution and delivery
hereof and any investigations made by any party. The headings in this Escrow
Agreement are for purposes of reference only and shall not limit or otherwise
affect any of the terms thereof.
6
12. Execution
of Counterparts. This
Escrow Agreement may be executed in a number of counterparts, by facsimile,
each
of which shall be deemed to be an original as of those whose signature appears
thereon, and all of which shall together constitute one and the same instrument.
This Escrow Agreement shall become binding when one or more of the counterparts
hereof, individually or taken together, are signed by all the
parties
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE
PAGES TO FOLLOW].
7
IN
WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement
on the day and year first above written.
ESCROW
AGENT:
TRI-STATE
TITLE & ESCROW, LLC
|
By:
|
/s/
Xxx X. Xxxxxx
|
|
Name:
Xxx X. Xxxxxx
|
|
|
Title:
President
|
|
THE
COMPANY:
INNER
MONGOLIA YONGYE NONG FENG BIOTECHNOLOGY CO., LTD.
|
By:
|
/s/
Zishen Wu
|
|
Name:
Zishen Wu
|
|
|
Title:
CEO
|
|
THE
PLACEMENT AGENT:
XXXX
Capital Partners, LLC
|
By:
|
/s/
Xxxxx Xxxxxxxx
|
|
Name:
Xxxxx Xxxxxxxx
|
|
|
Title:
Managing Director, Equity Capital
Markets
|
|
EXHIBIT
A
PARTIES
TO AGREEMENT
THE
COMPANY:
INNER
MONGOLIA YONGYE NONG FENG BIOTECHNOLOGY CO., LTD.
6th
Floor
Xxx Xxxx International Tower
Xx.
0,
Xxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx
Xxxxxx,
XXX
Tel:
x00.00.0000.0000
Fax:
x00.00.0000.0000
|
/s/
Zishen Wu
|
|
|
(Signature)
|
|
|
Name:
|
Zishen
Wu
|
|
Title:
|
CEO
|
THE
ESCROW AGENT:
TRI-STATE
TITLE & ESCROW, LLC
000
Xxxx
Xxxxxx
Xxxxxxxxxx,
XX 00000
Tel:
(000) 000-0000
(000)
000-0000
Fax:
(000) 000-0000
|
/s/
Xxx X. Xxxxxx
|
|
(Signature)
|
|
Name:
Xxx X. Xxxxxx
|
|
Title:
President
|
THE
PLACEMENT AGENT:
XXXX
CAPITAL PARTNERS, LLC
00
Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
|
/s/
Xxxxx Xxxxxxxx
|
|
|
(Signature)
|
|
|
Name:
Xxxxx Xxxxxxxx
|
|
|
Title:
Managing
Director, Equity Capital Markets
|
|
:
EXHIBIT
B
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxx
Xxxxxx
|
|
Address
of Investor:
|
Ardsley
Partners
|
|
000
Xxxxxx Xxxxx, 0xx
Xxxxx
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
Attn:
Xxxxxx Xxxxxx
|
|
|
Tel;
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$43,878.60
|
|
Aggregate
Number of Shares of Common Stock:
|
28,500
|
|
Aggregate
Number of Warrants:
|
7,125
|
|
Taxpayer
ID Number:
|
|
|
Social
Security Number:
|
###-##-####
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Ardsley
Partners Fund II, LP
|
|
Address
of Investor:
|
c/o
Ardsley Partners
|
|
000
Xxxxxx Xxxxx, 0xx
Xxxxx
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
Attn:
Xxxxxx Xxxxxx
|
|
|
Tel;
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$1,708,956.00
|
|
Aggregate
Number of Shares of Common Stock:
|
1,110,000
|
|
Aggregate
Number of Warrants:
|
277,500
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Ardsley
Offshore Fund, Ltd.
|
|
Address
of Investor:
|
Ardsley
Partners
|
|
000
Xxxxxx Xxxxx, 0xx
Xxxxx
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
Attn:
Xxxxxx Xxxxxx
|
|
|
Tel;
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$1,108,512
|
|
Aggregate
Number of Shares of Common Stock:
|
720,000
|
|
Aggregate
Number of Warrants:
|
180,000
|
|
Taxpayer
ID Number:
|
n/a
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Ardsley
Partners Institutional Fund, LP
|
|
Address
of Investor:
|
Ardsley
Partners
|
|
000
Xxxxxx Xxxxx, 0xx
Xxxxx
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
Attn:
Xxxxxx Xxxxxx
|
|
|
Tel;
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$1,139,304
|
|
Aggregate
Number of Shares of Common Stock:
|
740,000
|
|
Aggregate
Number of Warrants:
|
185,000
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Special
Situations Private Equity Fund, L.P.
|
|
Address
of Investor:
|
c/o
Special Situations Private Equity Fund, L.P.
|
|
000
Xxxxxxx Xxxxxx, Xxxxx 0000
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attn:
Xxxxxxxx Xxxxx/Xxxxxx Xxxxx
|
|
|
Tel:
000-000-0000 xxx 0
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$700,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
454,664
|
|
Aggregate
Number of Warrants:
|
113,666
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Special
Situations Cayman Fund, L.P.
|
|
Address
of Investor:
|
c/o
Special Situations Private Equity Fund, L.P.
|
|
000
Xxxxxxx Xxxxxx, Xxxxx 0000
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attn:
Xxxxxxxx Xxxxx/Xxxxxx Xxxxx
|
|
|
Tel:
000-000-0000 xxx 0
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$1,300,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
844,375
|
|
Aggregate
Number of Warrants:
|
211,094
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Jayhawk
Private Equity Fund, LP
|
|
Address
of Investor:
|
c/o
Jayhawk Capital
|
|
0000
Xxxx 00xx
Xxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Attn;
Xxxxxxx Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$940,767.34
|
|
Aggregate
Number of Shares of Common Stock:
|
611,047
|
|
Aggregate
Number of Warrants:
|
152,762
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Jayhawk
Private Equity Co-Invest Fund, LP
|
|
Address
of Investor:
|
c/o
Jayhawk Capital
|
|
0000
Xxxx 00xx
Xxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Attn:Xxxxxxx
Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$59,232.66
|
|
Aggregate
Number of Shares of Common Stock:
|
38,473
|
|
Aggregate
Number of Warrants:
|
9,618
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxxx
Partners, LP
|
|
Address
of Investor:
|
x/x
Xxxxxx Xxxxx Management
|
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attn:
Xxxxx Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
212415-7256
|
|
|
Aggregate
Purchase Price:
|
$300,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
194,856
|
|
Aggregate
Number of Warrants:
|
48,714
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxxx-GEPT
Partners, LP
|
|
Address
of Investor:
|
x/x
Xxxxxx Xxxxx Management
|
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attn:
Xxxxx Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
212415-7256
|
|
|
Aggregate
Purchase Price:
|
$200,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
129,904
|
|
Aggregate
Number of Warrants:
|
32,476
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Bai
Ye Feng
|
|
Address
of Investor:
|
Bai
Ye Feng
|
|
Room
1001, Xxxx Xxxx Building
|
|
|
00
Xxxxxxxxxx Xxxxxx
|
|
|
Xxxxxxx
Xxxx Xxxx
|
|
|
Tel:x000-000-00000
|
|
|
Fax:
x000-000-00000
|
|
|
Aggregate
Purchase Price:
|
$450,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
292,284
|
|
Aggregate
Number of Warrants:
|
73,071
|
|
Taxpayer
ID Number:
|
|
|
Social
Security Number:
|
n/a
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Chestnut
Ridge Partners, LP
|
|
Address
of Investor:
|
c/o
Chestnut Ridge, L.P.
|
|
00
Xxxx Xxxx
|
|
|
Xxxxxxxxx
xxxx, XX 00000
|
|
|
Attn:
Xxxxxxx Xxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$275,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
178,618
|
|
Aggregate
Number of Warrants:
|
44,654
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
MidSouth
Investor Fund LP
|
|
Address
of Investor:
|
c/x
Xxxxxxx & Company, Ltd.
|
|
000
0xx
Xxxxxx. Xxxxx, Xxxxx 0000
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
Attn:
L.O. Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$250,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
162,380
|
|
Aggregate
Number of Warrants:
|
40,595
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxxx
X. Xxxxxxx
|
|
Address
of Investor:
|
(SPI
Holdings) Xxxxxxx X. Xxxxxxx
|
|
000
Xxxxxxxx Xxxxx, Xxxxx 000
|
|
|
Xxxxxx,
XX 00000
|
|
|
Attn:
Xxxxxxx Xxxxxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$100,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
64,952
|
|
Aggregate
Number of Warrants:
|
16,238
|
|
Taxpayer
ID Number:
|
|
|
Social
Security Number:
|
###-##-####
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxx
Xxxx
|
|
Address
of Investor:
|
c/o
Spyglass Capital Partners, LLC
|
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxx
Xxxxxxxxx, XX 00000
|
|
|
Attn:
Xxxxxx Xxxx
|
|
|
Tel:
000-000-0000
|
|
|
Fax:
000-000-0000
|
|
|
Aggregate
Purchase Price:
|
$75,000.00
|
|
Aggregate
Number of Shares of Common Stock:
|
48,714
|
|
Aggregate
Number of Warrants:
|
12,178
|
|
Taxpayer
ID Number:
|
|
|
Social
Security Number:
|
###-##-####
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
BTG
Investments
|
|
Address
of Investor:
|
00
Xxxxxxxxx xxxxx
|
|
Xxx
Xxxx Xxxxx, XX 00000
|
|
|
Attn:
Xxxxxx Xxxx
|
|
|
(000)
000-0000
|
|
|
(000)
000-0000
|
|
|
Aggregate
Purchase Price:
|
$725,000
|
|
Aggregate
Number of Shares of Common Stock:
|
470,902
|
|
Aggregate
Number of Warrants:
|
117,726
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Coronado
Capital Partners
|
|
Address
of Investor:
|
c/o
XX Xxxxxxx
|
|
00000
Xxxxx Xxxx Xxxx
|
|
|
Xxxxxxxxxx,
XX 00000
|
|
|
Attn:
Xxxx Xxxxxx
|
|
|
(000)
000-0000
|
|
|
Aggregate
Purchase Price:
|
$250,000
|
|
Aggregate
Number of Shares of Common Stock:
|
162,380
|
|
Aggregate
Number of Warrants:
|
40,595
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
SEI
Private Trust Co FAO The XX Xxxxxxx Co. Master Trust
|
|
Address
of Investor:
|
0
Xxxxxxx Xxxxxx Xxxxx
|
|
Xxxx,
XX 00000
|
|
|
Attn:
Xxxxxxx Xxxxxxx
|
|
|
Aggregate
Purchase Price:
|
$350,000
|
|
Aggregate
Number of Shares of Common Stock:
|
227,332
|
|
Aggregate
Number of Warrants:
|
56,833
|
|
Taxpayer
ID Number:
|
00-0000000
|
|
Social
Security Number:
|
Exhibit
B
Investment
Information Form
INVESTMENT
INFORMATION FORM
|
Name
of Investor:
|
Xxxxxx
Family Trust dtd 08/01/04
|
|
Address
of Investor:
|
c/o
Roth Capital Partners
|
|
00
Xxxxxxxxx Xxxxx Xxxxx
|
|
|
Xxxxxxx
Xxxxx XX 00000
|
|
|
Attn:
Xxxx Xxxxxx
|
|
|
Aggregate
Purchase Price:
|
$25,000
|
|
Aggregate
Number of Shares of Common Stock:
|
16,238
|
|
Aggregate
Number of Warrants:
|
4,060
|
|
Taxpayer
ID Number:
|
|
|
Social
Security Number:
|
###-##-####
|
Exhibit
B
Investment
Information Form
EXHIBIT
C
FORM
OF
DISBURSEMENT REQUEST
April__,
2008
TRI-STATE
TITLE & ESCROW, LLC, as
Escrow Agent
000
Xxxx
Xxxxxx
Xxxxxxxxxx,
XX 00000
| Re: |
| Disbursement Request and Wire Transfer Instructions |
Ladies
and Gentlemen:
Pursuant
to that certain Closing Escrow Agreement by and among Inner Mongolia Yongye
Nong
Feng Biotechnology Co., Ltd., XXXX Capital Partners, LLC, and the Escrow Agent
the undersigned hereby request disbursement of funds by wire transfer from
Account ABA #000000000, Xxxxxxxx Xxxx, XxXxxx, XX 00000, Account # 5060024931,
styled Tri-State Title & Escrow, LLC (f/b/o Yongye Biotechnology
International, Inc.) Escrow Account per the instructions set forth on
Schedule
1
attached
hereto.
|
INNER
MONGOLIA YONGYE NONG FENG
BIOTECHNOLOGY
CO., LTD.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XXXX
CAPITAL PARTNERS, LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Schedule
1 Follows
|
Amount:
|
$
|
|
|
Payee:
|
||
|
Signatories:
|
||
|
Payee
Bank:
|
||
|
ABA
No.:
|
||
|
Account
No.:
|
||
|
Swift
Code:
|
||
|
Swift
Code:
|
||
|
Reference:
|
||
|
Amount:
|
$
|
|
|
Payee:
|
||
|
Payee
Bank:
|
||
|
Account
Name:
|
||
|
ABA
No.:
|
||
|
Account
No.:
|
||
|
Swift
Code:
|
||
|
Bank
Code:
|
||
|
Reference:
|
||
|
Amount:
|
$
|
|
|
Payee:
|
||
|
Payee
Bank:
|
||
|
Account
Name:
|
||
|
ABA
No.:
|
||
|
Account
No.:
|
||
|
Swift
Code:
|
||
|
Reference:
|
||
