0001144204-14-021727 Sample Contracts

FIRST AMENDED AND RESTATED INTERIM INVESTORS AGREEMENT
Interim Investors Agreement • April 10th, 2014 • Full Alliance International LTD • Agricultural chemicals • New York

This First Amended and Restated Interim Investors Agreement (the “Agreement”) is made as of April 9, 2014 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).

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • April 10th, 2014 • Full Alliance International LTD • Agricultural chemicals

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 9, 2014, 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”). Holdco, Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.

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