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”).
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).
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).
