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 24th, 2013 • Full Alliance International LTD • 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”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • New York
This Interim Investors Agreement (the “Agreement”) is made as of September 23, 2013 by and among Mr. Zishen Wu (“Mr. Wu”), Ms. Xingmei Zhong, Full Alliance International Limited (“Full Alliance”), MSPEA Agriculture Holding Limited (“MSPEA”), and Lead Rich International Limited (“Lead Rich”) (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • September 24th, 2013 • Full Alliance International LTD • 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).
CONTRIBUTION AGREEMENTContribution Agreement • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of September 23, 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 Merger Agreement (as defined below).
Escrow AgreementEscrow Agreement • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • Hong Kong
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this "Agreement") is made and entered into as of the 23rd day of September, 2013.
NOTE PURCHASE AGREEMENT among FULL ALLIANCE INTERNATIONAL LIMITED, as Issuer, LEAD RICH INTERNATIONAL LIMITED, as Purchaser and LEAD RICH INTERNATIONAL LIMITED, as Collateral Agent Relating to: PIK Secured Notes Dated as of September 23, 2013Note Purchase Agreement • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • New York
WHEREAS, the Notes (as defined below) are to be issued concurrently with and to provide a portion of the financing for the transactions contemplated by the Agreement and Plan of Merger, dated as of September 23, 2013 (the “Merger Agreement”), by and among Issuer, Yongye International Limited 永业国际有限公司, an exempted company with limited liability incorporated in the Cayman Islands (the “Parent”), Yongye International Merger Sub Limited, a Nevada corporation and an indirect wholly-owned subsidiary of Issuer (“Merger Sub”), and Yongye International, Inc., a Nevada corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of the Parent and an indirect wholly-owned subsidiary of Issuer;
COMMITMENT LETTER September 23, 2013Commitment Letter • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • New York
This letter agreement sets forth the commitment of Mr. Zishen Wu, a national of the People’s Republic of China (the “Founder”), on the terms and subject to the conditions contained herein, to purchase certain indirect equity interests of Full Alliance International Limited, a British Virgin Islands company (“Full Alliance” or “Holdco”) and to cause the Commitment (as hereinafter defined) to be contributed by Full Alliance to Yongye International Limited, a Cayman Islands exempted company with limited liability (the “Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), entered into concurrently herewith among Yongye International, Inc., a Nevada corporation (the “Company”), Full Alliance, Parent and Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Par
COMMITMENT LETTER September 23, 2013Commitment Letter • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • New York
This letter agreement sets forth the commitment of Lead Rich International Limited, a British Virgin Islands business company with limited liability (the “Sponsor”), subject to the terms and conditions contained herein, to purchase equity interests of Full Alliance International Limited, a British Virgin Islands exempted company (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Yongye International, Inc., a Nevada corporation (the “Company”), Holdco, Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Holdco (“Parent”), and Yongye International Merger Sub Limited, a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (
VOTING AGREEMENTVoting Agreement • September 24th, 2013 • Full Alliance International LTD • 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).
TERMINATION AGREEMENTTermination Agreement • September 24th, 2013 • Full Alliance International LTD • Agricultural chemicals • Hong Kong
This TERMINATION AGREEMENT (this “Termination Agreement”), is dated as of September 23, 2013 and is entered into by and among Zishen Wu (“Founder”), Full Alliance International Limited (“Full Alliance”), 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 as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Consortium Agreement (as defined below).
