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.
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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/ Xingmei Zhong | |
| | Name: | Xingmei Zhong | |
| | Title: | Director | |
| | | | |
[Signature Page to Amendment to the Contribution Agreement]
| | Rollover Holders: | |
| | | |
| | | |
| | | | |
| | /s/ Mr. Zishen Wu | |
| | | | |
| | | | |
| | | | |
[Signature Page to Amendment to the Contribution Agreement]
| | PROSPER SINO DEVELOPMENT LIMITED | |
| | | | |
| | By: | /s/ Miss CHIU Soo Ching, Katherine | |
| | Name: | Miss CHIU Soo Ching, Katherine, representing INB Holdings Limited | |
| | Title: | Director | |
| | | | |
[Signature Page to Amendment to the Contribution Agreement]
| | MSPEA AGRICULTURE HOLDING LIMITED | |
| | | | |
| | By: | /s/ Samantha Jennifer Cooper | |
| | Name: | Samantha Jennifer Cooper | |
| | 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, Sheung Wan, Hong Kong Attention: Xingmei Zhong Facsimile: +852 2572 1926 | 7,657,704 common shares | N/A |
| Mr. Zishen Wu | Suite 608, Xueyuan International Tower No. 1 Zhichun Road Haidian District Beijing, China 100083 Facsimile: +86 10 8231-1797 | 555,000 common shares | 555,000 ordinary shares |
| Prosper Sino Development Limited | c/o 3806 Central Plaza 18 Harbour Road Wanchai Hong Kong Attention: Ms LAU Lai Sze Facsimile: +852 2802 7733 | 2,030,000 common shares | option to purchase 2,030,000 ordinary shares |
| MSPEA Agriculture Holding Limited | Level 40, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong Attention: Tao Sun Facsimile: +852 3407 5566 | 6,505,113 Series A convertible preferred shares, plus 2,128,043 common shares | 11,017,908 preferred shares1 |
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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. |
