Unassociated Document


    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
May 8, 2009, by and among Yongye Biotechnology International, Inc., a Nevada
corporation (the “Company”), and the investors signatory hereto (each an
“Investor” and collectively, the “Investors”).

     

    This
Agreement is made in connection with the Securities Purchase Agreement, dated as
of the date hereof among the Company and the Investors (the “Purchase
Agreement”).

     

    The
Company and the Investors hereby agree as follows:

     

    1.           Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement will have the respective meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

     

    “Advice” has the
meaning set forth in Section 6(d).

     

    “Commission Comments”
means written comments pertaining solely to Rule 415 which are received by
the Company from the Commission to a filed Registration Statement, a copy of
which shall have been provided by the Company to the Holders, which either (i)
requires the Company to limit the number of Registrable Securities which may be
included therein to a number which is less than the number sought to be included
thereon as filed with the Commission or (ii) requires the Company to either
exclude Registrable Securities held by specified Holders or deem such Holders to
be underwriters with respect to Registrable Securities they seek to include in
such Registration Statement.

     

    “Cut Back Shares” has
the meaning set forth in Section 2(b).

     

    “Effective Date”
means, as to a Registration Statement, the date on which such Registration
Statement is first declared effective by the Commission.

     

    “Effectiveness Date”
means (a) with respect to the initial Registration Statement required to be
filed pursuant to Section 2(a), the earlier of: (i) the 180th day
following the Closing Date and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that the initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments; (b) with respect to any additional Registration Statements required to
be filed pursuant to Section 2(a), the earlier of: (i) the 120th day
following the applicable Filing Date for such additional Registration
Statement(s) and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; (c)
with respect to any additional Registration Statements required to be filed
solely due to SEC Restrictions, the earlier of: (i) the 120th day
following the applicable Restriction Termination Date and (ii) the fifth Trading
Day following the date on which the Company is notified by the Commission that
such Registration Statement will not be reviewed or is no longer subject to
further review and comments; and (d) with respect to a Registration Statement
required to be filed under Section 2(c), the earlier of: (i) the 60th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (d)(i) shall
be the 90th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments.


    
      
         


      

      
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    “Effectiveness Period”
means, as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the later to occur of (a) the first anniversary of such
Effective Date, (b) such time as all of the Registrable Securities covered by
such Registration Statement have been publicly sold by the Holders of the
Registrable Securities included therein, or (c) such time as all of the
Registrable Securities covered by such Registration Statement may be sold by the
Holders without volume restrictions pursuant to Rule 144 as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders.

     

    “Event” has the
meaning set forth in Section 2(d).

     

    “Event Date” has the
meaning set forth in Section 2(d).

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Filing Date” means
(a) with respect to the initial Registration Statement required to be filed
pursuant to Section 2(a), the 45th day
following the Closing Date; (b) with respect to any additional Registration
Statements required to be filed pursuant to Section 2(a), the 15th day
following the Effective Date for the last Registration Statement filed pursuant
to this Agreement under Section 2(a); (c) with respect to any additional
Registration Statements required to be filed due to SEC Restrictions, the
15th
day following the applicable Restriction Termination Date; and (d) with
respect to a Registration Statement required to be filed under Section 2(c), the
30th
day following the date on which the Company becomes eligible to utilize Form S-3
to register the resale of Common Stock.

     

     

    “Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.

     

    “Indemnified Party”
has the meaning set forth in Section 5(c).

     

    “Indemnifying Party”
has the meaning set forth in Section 5(c).

     

    “Losses” has the
meaning set forth in Section 5(a).


    
      
         


      

      
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    “New York Courts”
means the state and federal courts sitting in the City of New York, Borough of
Manhattan.

     

    “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Registrable
Securities” means: (i) the Shares, (ii) any shares of Common Stock
issuable upon the exercise of warrants issued to any placement agent (the
“Placement Agent Warrant Shares”) as compensation in connection with the
financing that is the subject of the Purchase Agreement and (iii) any
securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event, or any price adjustment as a
result of such stock splits, reverse stock splits or similar events with respect
to any of the securities referenced in (i) or (ii) above.

     

    “Registration
Statement” means the initial registration statement required to be filed
in accordance with Section 2(a) and any additional registration statements
required to be filed under this Agreement, including in each case the
Prospectus, amendments and supplements to such registration statements or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.

     

    “Removed Shares” has
the meaning set forth in Section 2(b).

     

    “Restriction Termination
Date” has the meaning set forth in Section 2(b).

     

    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.


    
      
         


      

      
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    “SEC Restrictions” has
the meaning set forth in Section 2(b).

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Selling Holder
Questionnaire” means the selling security holder notice and questionnaire
attached as Annex B hereto.

     

    “Shares” means the
shares of Common Stock issued or issuable to the Investors pursuant to the
Purchase Agreement.

     

    2.           Registration.

     

    (a)           On
or prior to the applicable Filing Date, the Company shall prepare and file with
the Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415.
Each Registration Statement required to be filed under this Agreement shall be
filed on Form S-1 (or on such other form appropriate for such purpose) and
contain (except if otherwise required pursuant to written comments received from
the Commission upon a review of such Registration Statement, other than as to
the characterization of any Holder as an underwriter, which shall not occur
unless such characterization is required by the Commission or consented to by
such Holder, or the Holder has identified itself as an underwriter in the
Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as
Annex
A.  The Company shall cause each Registration Statement
required to be filed under this Agreement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date, and shall use its reasonable best efforts to keep each such
Registration Statement continuously effective during its entire Effectiveness
Period. By 5:00 p.m. (New York City time) on the Business Day immediately
following the Effective Date of each Registration Statement, the Company shall
file with the Commission in accordance with Rule 424 under the Securities Act
the final prospectus to be used in connection with sales pursuant to such
Registration Statement (whether or not such filing is technically required under
such Rule).  If for any reason other than due solely to SEC
Restrictions, a Registration Statement is effective but not all outstanding
Registrable Securities are registered for resale pursuant thereto, then the
Company shall prepare and file by the applicable Filing Date an additional
Registration Statement to register the resale of all such unregistered
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.


    
      
         


      

      
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    (b)           Notwithstanding
anything to the contrary contained in this Section 2, if the Company receives
Commission Comments, and following discussions with and responses to the
Commission in which the Company uses its reasonable best efforts and time to
cause as many Registrable Securities for as many Holders as possible to be
included in the Registration Statement filed pursuant to Section 2(a) without
characterizing any Holder as an underwriter unless such characterization is
consistent with written information provided by the Holder in the Selling Holder
Questionnaire (and in such regard uses its reasonable best efforts to cause the
Commission to permit the affected Holders or their respective counsel to
participate in Commission conversations on such issue together with Company
Counsel, and timely conveys relevant information concerning such issue with the
affected Holders or their respective counsel), the Company is unable to cause
the inclusion of all Registrable Securities, then the Company may, following not
less than three (3) Trading Days prior written notice to the Holders (i) remove
from the Registration Statement such Registrable Securities (the “Cut Back
Shares”) and/or (ii) agree to such restrictions and limitations on the
registration and resale of the Registrable Securities as the Commission may
require in order for the Commission to allow such Registration Statement to
become effective; provided, that in no
event may the Company characterize any Holder as an underwriter unless such
characterization is consented to by such Holder or the Holder has expressly
identified itself as an underwriter in the Selling Holder Questionnaire
(collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise
require, any cut-back imposed with respect to the Registrable Securities
pursuant to this Section 2(b) shall be determined in the
following order: (i) first, the
Placement Agent Warrant Shares shall
be cut-back on a pro rata basis among the Holders thereof,
and (ii) second, the Shares shall be cut-back on a pro
rata basis among the Holders.  In the event that the SEC
Restrictions would require a Holder to be named as an underwriter in the
Registration Statement, despite any cut-back contemplated by the SEC
Restrictions, the Company shall so notify the Holder and the Holder shall advise
the Company within two (2) Trading Days whether the Holder desires to remove its
Registrable Securities from the Registration Statement rather than to be named
as an underwriter (“Removed Shares”).  Any determination by such
Holder to remove its Registrable Securities shall be without prejudice to such
Holder’s right to require the Company to include its Removed Shares in a
subsequent Registration Statement pursuant to the provisions
hereof.  The required Effectiveness Date for such Registration
Statement will be tolled with respect to the Cut Back Shares and any Removed
Shares until such time as the Company is able to effect the registration of the
Cut Back Shares and the Removed Shares in accordance with any SEC Restrictions
if such Registrable Securities cannot at such time be resold by the Holders
thereof without volume limitations pursuant to Rule 144 (such date, the
“Restriction Termination Date”).  From and after the Restriction
Termination Date, all provisions of this Section 2 shall again be applicable to
the Cut Back Shares and the Removed Shares (all of which, for avoidance of
doubt, retain their character as “Registrable Securities”) if such Registrable
Securities cannot at such time be resold by the Holders thereof without volume
limitations pursuant to Rule 144 so that the Company will be required to file
with and cause to be declared effective by the Commission such additional
Registration Statements in the time frames set forth herein as necessary to
ultimately cause to be covered by effective Registration Statements all
Registrable Securities (if such Registrable Securities cannot at such time be
resold by the Holders thereof without volume limitations pursuant to Rule
144).


    
      
         


      

      
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    (c)           Promptly
following any date on which the Company becomes eligible to use a registration
statement on Form S-3 to register Registrable Securities for resale, the Company
shall file a Registration Statement on Form S-3 covering all such Registrable
Securities permitted to be registered thereon (or a post-effective amendment on
Form S-3 to the then effective Registration Statement) and shall cause such
Registration Statement to be filed by the Filing Date for such Registration
Statement and declared effective under the Securities Act as soon as possible
thereafter, but in any event prior to the Effectiveness Date therefor. Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement, other than as to the characterization of any Holder as an
underwriter, which shall not occur unless such characterization is consistent
with written information provided by the Holder in the Selling Holder
Questionnaire) the “Plan of Distribution” attached hereto as Annex
A.  The Company shall use its reasonable best efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the
Business Day immediately following the Effective Date of such Registration
Statement, the Company shall file with the Commission in accordance with Rule
424 under the Securities Act the final prospectus to be used in connection with
sales pursuant to such Registration Statement (whether or not such filing is
technically required under such Rule).

     

    (d)           If:
(i) a Registration Statement is not filed on or prior to its Filing Date
covering the Registrable Securities required under this Agreement to be included
therein (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)),
or (ii) the Company does not respond as promptly as reasonably possible to, and
in no event later than 21 calendar days following receipt of, any comments
received from the Commission with respect to each Registration Statement and
prepare and file with the Commission such amendments, including pre-effective
amendments, to each Registration Statement and the Prospectus, or (iii) the
Company fails to file with the Commission a request for acceleration of a
Registration Statement in accordance with Rule 461 of the Securities Act within
10 Trading Days of the date that the Company is notified by the Commission that
such Registration Statement will not be “reviewed” or will not be subject to
further review, (iv) if, after the Effective Date of a Registration Statement,
such Registration Statement ceases to remain continuously effective as to all
Registrable Securities covered thereby or the Holders otherwise are not
permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than 10 consecutive calendar days or more than an aggregate
of 15 calendar days (which need not be consecutive calendar days) during any
12-month period, (v) the Effectiveness Date for the Registration Statement
required to be filed under Section 2(a) above shall occur later than the date
that is 180 days after the Filing Date, or (vi) the Company shall fail for any
reason to satisfy the current public information requirement under Rule 144 as
to the applicable Registrable Securities at a time when there is no effective
Registration Statement (any such failure or breach being referred to as an
“Event,” and for purposes of  clauses (i) - (vi), the date on which
such Event occurs, being referred to as “Event Date”), then in addition to any
other rights the Holders may have hereunder or under applicable law, on each
such Event Date and on each monthly anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as
partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate
Investment Amount paid by such Holder for Shares pursuant to the Purchase
Agreement.  The
parties agree that in no event will the Company be liable for liquidated damages
under this Agreement in excess of 1.0% of the aggregate Investment Amount of the
Holders in any 30-day period or 10% for all liquidated damages payable under
this Section 2(d).  The partial liquidated damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event (except in the case of the first Event
Date), and shall cease to accrue (unless earlier cured) upon the expiration of
the Effectiveness Period.


    
      
         


      

      
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    (e)           Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling
Holder Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall not
be required to pay any liquidated or other damages under Section 2(d) to any
Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

     

    3.           Registration
Procedures.

     

    In
connection with the Company’s registration obligations hereunder, the Company
shall:

     

    (a)           Not
less than four Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company shall
furnish to each Holder copies of the “Selling Stockholders” section of such
document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed, which documents will be subject to the
review of such Holder. Such documents may be delivered to such Holder via
electronic mail (i.e., E-mail). The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or supplemented). The
Company shall not file a Registration Statement, any Prospectus or any
amendments or supplements thereto in which it (i) characterizes any Holder as an
underwriter, unless such characterization is consistent with written information
provided by the Holder in the Selling Holder Questionnaire, (ii) excludes a
particular Holder due to such Holder refusing to be named as an underwriter, or
(iii) reduces the number of Registrable Securities being registered on behalf of
a Holder except pursuant to, in the case of this subsection (iii), the
Commission Comments, without, in each case, such Holder’s express written
authorization, unless such reduction is made pursuant to Section 2(b)
hereof.

     

    (b)           (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect to
each Registration Statement or any amendment thereto and, as promptly as
reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statement(s) and the disposition of all Registrable
Securities covered by each Registration Statement.


    
      
         


      

      
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    (c)           Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the Holders
that pertain to the Holders as a Selling Stockholder or to the Plan of
Distribution, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

     

    (d)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

     

    (e)           Furnish
to each Holder, without charge and at the option of the Company in electronic
format, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person
(including those previously furnished) promptly after the filing of such
documents with the Commission.

     

    (f)           Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request. The Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.


    
      
         


      

      
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    (g)           Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States as any Holder may request, to keep
each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the Registration. Statements; provided, however, in
connection with any such registration or qualification, the Company shall not be
required to (i) qualify to do business in any jurisdiction where the
Company would not otherwise be required to qualify, (ii) subject itself to
general taxation in any such jurisdiction, (iii) file a general consent to
service of process in any jurisdiction, or (iv) make any change to the Company’s
Articles of Incorporation or bylaws.

     

    (h)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement(s), which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.

     

    (i)           Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.

     

    4.           Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be
made with any Trading Market on which the Common Stock is then listed for
trading, and (B) in compliance with applicable state securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions incurred by any Holder or,
except to the extent provided for in the Transaction Documents, any legal fees
or other cost of the Holders in connection with this Agreement.


    
      
         


      

      
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    5.           Indemnification.

     

    (a)           Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto (it being understood that
the Holder has approved Annex A hereto for
this purpose) or (2) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder
of an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected. The Company shall notify the Holders promptly of the institution,
threat or assertion of any Proceeding of which the Company is aware in
connection with the transactions contemplated by this
Agreement.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    (b)           Indemnification by
Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon: (x) such Holder’s failure to comply timely
with the prospectus delivery requirements of the Securities Act after receiving
written notice from the Company that Rule 172 of the Securities Act may not be
relied upon, or (y) any untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, but only to the extent
that, (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement (it being understood that the
Holder has approved Annex A hereto for this purpose), such Prospectus or such
form of Prospectus or in any amendment or supplement thereto or (2) in the case
of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of an Advice or an amended or supplemented
Prospectus, but only if and to the extent that following the receipt of the
Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification
obligation.

     

    (c)           Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that
it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Indemnifying Party); provided
that, the Indemnifying Party shall pay for no more than two separate sets of
counsel for all Indemnified Parties and such legal counsel shall be selected by
Holders of no less than a majority in interest of the then outstanding
Registrable Securities The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such
Proceeding.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    All fees
and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

     

    (d)           Contribution.  If
a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    6.           Miscellaneous.

     

    (a)           Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     

    (b)           No Piggyback on
Registrations.  Except as and to the extent specified in Schedule 3.1(v) to
the Purchase Agreement, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities
of the Company in a Registration Statement other than the Registrable
Securities, and the Company shall not during the Effectiveness Period enter into
any agreement providing any such right to any of its security
holders.

     

    (c)           Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

     

    (d)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    (e)           Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen calendar days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

     

    (f)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 6(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority in interest of the then outstanding
Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, further
that no amendment or waiver to any provision of this Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be
effected in any manner inconsistent with the written information provided by the
Holder in the Selling Holder Questionnaire. Section 2(a) may not be amended or
waived except by written consent of each Holder affected by such amendment or
waiver.

     

    (g)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section or (ii) electronic mail (i.e., Email) prior to
6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section or (ii) electronic
mail (i.e., Email) on a day that is not a Trading Day or later than 6:30 p.m.
(New York City time) on any Trading Day, (c) the Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service, or
(d) upon actual receipt by the party to whom such notice is required to be
given. The address for such notices and communications shall be as
follows:

     

    
      
        	 
      	
                If to the Company:

              	
                Yongye Biotechnology International, Inc.

              
	 
      	 
      	
                6th Floor, Suite 608 Xue Yuan International Tower

              
	 
      	 
      	
                No. 1 Zhichun Road

              
	 
      	 
      	
                Haidian District

              
	 
      	 
      	
                Beijing, PRC

              
	 
      	 
      	
                Facsimile: +86 1082311797

              
	 
      	 
      	
                Email:  wzs@china-yongye.com

              
	 
      	 
      	
                Attn.:  CEO 

              


      

    


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                With
      a copy to:

              	
                Loeb
      & Loeb LLP

              
	 
      	 
      	
                345
      Park Avenue

              
	 
      	 
      	
                New
      York, NY 10154

              
	 
      	 
      	 
      
	 
      	 
      	
                Facsimile:  (212)
      407-4000

              
	 
      	 
      	
                Email:  mnussbaum@loeb.com

              
	 
      	 
      	
                Attn.:  Mitchell
      S. Nussbaum, Esq.

              
	 
      	 
      	 
      
	 
      	
                If
      to an Investor:

              	
                To
      the address set forth under such Investor’s

              
	 
      	 
      	
                name
      on the signature pages hereto

              


      

    

     

    If to any
other Person who is then the registered Holder:

     

    
      
        	 
      	 
      	
                To
      the address of such Holder as it appears in the stock transfer books of
      the Company

              


      

    

     

    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    (h)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as permitted under the Purchase
Agreement.

     

    (i)           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    (j)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) will
be commenced in the New York Courts.  Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Proceeding has been commenced in an improper or inconvenient
forum.  Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law.  Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any Proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney’s fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    (k)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (l)           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    (m)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (n)           Independent Nature of
Investors’ Obligations and Rights.  The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this
Agreement.  Nothing contained herein or in any Transaction Document,
and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any other Transaction
Document.  Each Investor acknowledges that no other Investor will be
acting as agent of such Investor in enforcing its rights under this Agreement.
Each Investor shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional
party in any Proceeding for such purpose. The Company acknowledges that each of
the Investors has been provided with the same Registration Rights Agreement for
the purpose of closing a transaction with multiple Investors and not because it
was required or requested to do so by any Investor.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      
        	 
      	
                YONGYE
      BIOTECHNOLOGY INTERNATIONAL, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                   /s/ Zishen
    Wu

              
	 
      	
                Name:  Zishen
      Wu

              
	 
      	
                Title:  CEO

              


      

    

    


    [REMINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    [SIGNATURE
PAGES OF INVESTORS TO FOLLOW]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      
        	 
      	
                NAME
      OF INVESTING ENTITY

              
	 
      	 
      
	 
      	
                LAKE
      UNION CAPITAL FUND, LP

              
	 
      	 
      
	 
      	
                By:

              	
                  /s/  Michael
      Self

              
	 
      	 
      	
                Name:  Michael
      Self

              
	 
      	 
      	
                Title:  Managing
      Member &

              
	 
      	 
      	
                Portfolio
      Manager

              
	 
      	 
      
	 
      	
                ADDRESS
      FOR NOTICE

              
	 
      	 
      
	 
      	
                c/o:  Lake
      Union Capital Management

              
	 
      	 
      
	 
      	
                Street:  600
      University Street, Suite 1520

              
	 
      	 
      
	 
      	
                City/State/Zip:  Seattle,
      WA 98101

              
	 
      	 
      
	 
      	
                Attention:  Amber
      Bosch

              
	 
      	 
      
	 
      	
                Tel:  206-838-3277

              
	 
      	 
      
	 
      	
                Fax:  206-859-5188

              
	 
      	 
      
	 
      	
                Email:  amber@lakeunioncap.com

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          	 
      	
                  NAME
      OF INVESTING ENTITY

                
	 
      	 
      
	 
      	
                  SPECIAL
      SITUATIONS FUND III QP, LP

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/  David
      Greenhouse

                
	 
      	 
      	
                  Name:  David
      Greenhouse

                
	 
      	 
      	
                  Title:  Managing
      Director

                
	 
      	 
      
	 
      	
                  ADDRESS
      FOR NOTICE

                
	 
      	 
      
	 
      	
                  c/o:

                	 
      
	 
      	 
      
	 
      	
                  Street:  527
      Madison Avenue, Suite 2600

                
	 
      	 
      
	 
      	
                  City/State/Zip:  New
      York, NY 10022

                
	 
      	 
      
	 
      	
                  Attention:  Marianne
      Kelly

                
	 
      	 
      
	 
      	
                  Tel:  212-319-6625

                
	 
      	 
      
	 
      	
                  Fax:  212-319-6670

                
	 
      	 
      
	 
      	
                  Email:

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      
        
          
            	 
      	
                    NAME
      OF INVESTING ENTITY

                  
	 
      	 
      
	 
      	
                    SPECIAL
      SITUATIONS PRIVATE EQUITY

                    FUND,
      L.P.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      /s/  David
      Greenhouse

                  
	 
      	 
      	
                    Name:  David
      Greenhouse

                  
	 
      	 
      	
                    Title:  Managing
      Director

                  
	 
      	 
      	 
      
	 
      	
                    ADDRESS
      FOR NOTICE

                  
	 
      	 
      
	 
      	
                    c/o:

                  	 
      
	 
      	 
      
	 
      	
                    Street:  527
      Madison Avenue, Suite 2600

                  
	 
      	 
      
	 
      	
                    City/State/Zip:  New
      York, NY 10022

                  
	 
      	 
      
	 
      	
                    Attention:  Marianne
      Kelly

                  
	 
      	 
      
	 
      	
                    Tel:  212-319-6625

                  
	 
      	 
      
	 
      	
                    Fax:  212-319-6670

                  
	 
      	 
      
	 
      	
                    Email:

                  	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      	 
      	
              NAME
      OF INVESTING ENTITY

            
	 
      	 
      
	 
      	
              GUERILLA
      PARTNERS, LP

            
	 
      	 
      
	 
      	
              By:

            	
                /s/  Leigh S.
      Curry

            
	 
      	 
      	
              Name:  Leigh
      S. Curry

            
	 
      	 
      	
              Title:  Managing
      Director

            
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:  Guerilla
      Capital Management, LLC

            
	 
      	 
      
	 
      	
              Street:  237
      Park Avenue, 9th
      Floor

            
	 
      	 
      
	 
      	
              City/State/Zip:  New
      York, NY 10017

            
	 
      	 
      
	 
      	
              Attention:  Peter
      Siris

            
	 
      	 
      
	 
      	
              Tel:  212-692-7692

            
	 
      	 
      
	 
      	
              Fax:  212-692-7624

            
	 
      	 
      
	 
      	
              Email:  PSIRIS@IX.NETCOM.WM

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      	 
      	
              NAME
      OF INVESTING ENTITY

            
	 
      	 
      
	 
      	
              HUA-MEI
      21st
      CENTURY PARTNERS, LP

            
	 
      	 
      
	 
      	
              By:

            	
                /s/  Leigh S.
      Curry

            
	 
      	 
      	
              Name:  Leigh
      S. Curry

            
	 
      	 
      	
              Title:  Managing
      Director

            
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:  Guerilla
      Capital Management, LLC

            
	 
      	 
      
	 
      	
              Street:  237
      Park Avenue, 9th
      Floor

            
	 
      	 
      
	 
      	
              City/State/Zip:  New
      York, NY 10017

            
	 
      	 
      
	 
      	
              Attention:  Peter
      Siris

            
	 
      	 
      
	 
      	
              Tel:  212-692-7692

            
	 
      	 
      
	 
      	
              Fax:  212-692-7624

            
	 
      	 
      
	 
      	
              Email:  PSIRIS@IX.NETCOM.WM

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      	 
      	
              NAME
      OF INVESTING ENTITY

            
	 
      	 
      
	 
      	
              LAKE
      STREET FUND, L.P.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                /s/  Scott
      Hood

            
	 
      	 
      	
              Name:  Scott
      Hood

            
	 
      	 
      	
              Title:  Managing
      Director

            
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:  First
      Wilshire Securities Management, Inc.

            
	 
      	 
      
	 
      	
              Street:  1224
      East Green Street, Suite 200

            
	 
      	 
      
	 
      	
              City/State/Zip:  Pasadena,
      California 91106

            
	 
      	 
      
	 
      	
              Attention:  Scott
      Hood

            
	 
      	 
      
	 
      	
              Tel:  (626)
      796-6622

            
	 
      	 
      
	 
      	
              Fax:  (626)
      796-8990

            
	 
      	 
      
	 
      	
              Email:  scott@firstwilshire.com

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      
        
          	 
      	
                  NAME
      OF INVESTING ENTITY

                
	 
      	 
      
	 
      	
                  Fred
      L. Astman Wedbush Securities Inc. CTDN

                
	 
      	
                  IRA
      R/O Holding 10/13/92

                
	 
      	 
      
	 
      	
                  By:

                	
                  _/s/  Fred L.
    Astman

                
	 
      	 
      	
                  Name:  Fred
      L. Astman

                
	 
      	 
      	
                  Title:  Account
      Owner

                
	 
      	 
      	 
      
	 
      	
                  ADDRESS
      FOR NOTICE

                
	 
      	 
      
	 
      	
                  c/o:  First
      Wilshire Securities Management, Inc.

                
	 
      	 
      
	 
      	
                  Street:  1224
      East Green Street, Suite 200

                
	 
      	 
      
	 
      	
                  City/State/Zip:  Pasadena,
      California 91106

                
	 
      	 
      
	 
      	
                  Attention:  Fred
      L. Astman

                
	 
      	 
      
	 
      	
                  Tel:  (626)
      796-6622

                
	 
      	 
      
	 
      	
                  Fax:  (626)
      796-8990

                
	 
      	 
      
	 
      	
                  Email:

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    
      	 
      	
              NAME
      OF INVESTING ENTITY

            
	 
      	 
      
	 
      	
              The
      Hood Family Trust DTD 11/27/07

            
	 
      	
              Scott
      W. Hood and Heidi J. Hood TTEE

            


    

    


    
      	 
      	
              By:

            	
              _/s/  Scott W.
Hood

            	
              /s/ Heidi J. Hood

            
	 
      	 
      	
              Name:  Scott
      W. Hood

            	
              Heidi
      J. Hood

            
	 
      	 
      	
              Title:  Trustee

            	 
      


    

    


    
      	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:  First
      Wilshire Securities Management, Inc.

            
	 
      	 
      
	 
      	
              Street:  1224
      East Green Street, Suite 200

            
	 
      	 
      
	 
      	
              City/State/Zip:  Pasadena,
      California 91106

            
	 
      	 
      
	 
      	
              Attention:  Scott
      Hood

            
	 
      	 
      
	 
      	
              Tel:  (626)
      796-6622

            
	 
      	 
      
	 
      	
              Fax:  (626)
      796-8990

            
	 
      	 
      
	 
      	
              Email:  scott@firstwilshire.com

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              NAME
      OF INVESTING ENTITY

                            
	 	 
	 
      	      
                              John
      Peter Selda Wedbush Securities Inc. CTDN IRA Cont
      08/27/96

                            
	 
      	 	 
      
	 
      	
                              By:

                            	
                                /s/  John Peter
      Selda

                            
	 
      	 
      	
                              Name:  John
      Peter Selda

                            
	 
      	 
      	
                              Title:  Acct
      Owner

                            
	 
      	 
      	 
      
	 
      	
                              ADDRESS
      FOR NOTICE

                            
	 
      	 
      	 
      
	 
      	
                              c/o:

                            	 
      
	 
      	 
      	 
      
	 
      	
                              Street:  2832
      NW Cumberland Rd

                            
	 
      	 
      
	 
      	
                              City/State/Zip:  Portland,
      OR 97210

                            
	 
      	 
      
	 
      	
                              Attention:  John
      Peter Selda

                            
	 
      	 
      	 
      
	 
      	
                              Tel:

                            	
                              805-443-4345

                            
	 
      	 
      	 
      
	 
      	
                              Fax:

                            	  
      
	 
      	 
      	 
      
	 
      	
                              Email:

                            	 
       



                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          
            
              
                
                  	 
      	
                          NAME
      OF INVESTING ENTITY

                        
	 	 
	 
      	      
                          Gregory
      Cook Wedbush Morgan Sec Inc. CTDN IRA Contributory
      1/16/02

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                            /s/  Gregory
      Cook

                        
	 
      	 
      	
                          Name:  Gregory
      Cook

                        
	 
      	 
      	
                          Title:  Account
      Owner

                        
	 
      	 
      	 
      
	 
      	
                          ADDRESS
      FOR NOTICE

                        
	 
      	 
      	 
      
	 
      	c/o:
      Gregory
      Cook
	 
      	 
      
	 
      	
                          Street:  5132
      Jessen Drive

                        
	 
      	 
      
	 
      	
                          City/State/Zip:  La
      Canada Flintridge, CA 91011

                        
	 
      	 
      
	 
      	
                          Attention:  Gregory
      Cook

                        
	 
      	 
      
	 
      	
                          Tel:  (818)
      644-0485

                        
	 
      	 
      
	 
      	
                          Fax:  (866)
      882-8797

                        
	 
      	 
      
	 
      	
                          Email:  GregoryACook@yahoo.com

                        


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        	
                NAME
      OF INVESTING ENTITY

              
	 
      	 
      
	
                Straus
      Partners, L.P.

              
	 
      	 
      
	
                By:

              	
                  /s/  Melville
      Straus

              
	 
      	
                Name:  Melville
      Straus

              
	 
      	
                Title:  Managing
      Principal

              
	 
      	 
      
	
                ADDRESS
      FOR NOTICE

              
	 
      
	
                c/o:  Straus
      Asset Management

              
	 
      
	
                Street:  320
      Park Avenue, 10th Floor

              
	 
      
	
                City/State/Zip:  New
      York, NY 10022

              
	 
      
	
                Attention:  Andrew
      Marks

              
	 
      
	
                Tel:  212-415-7274

              
	 
      
	
                Fax:  212-415-7256

              
	 
      
	
                Email:  amarks@strauspartners.com

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        	
                NAME
      OF INVESTING ENTITY

              
	 
      	 
      
	
                Straus-GEPT
      Partners, L.P.

              
	 
      	 
      
	
                By:

              	
                  /s/  Melville
      Straus

              
	 
      	
                Name:  Melville
      Straus

              
	 
      	
                Title:  Managing
      Principal

              
	 
      	 
      
	
                ADDRESS
      FOR NOTICE

              
	 
      
	
                c/o:  Straus
      Asset Management

              
	 
      
	
                Street:  320
      Park Avenue, 10th Floor

              
	 
      
	
                City/State/Zip:  New
      York, NY 10022

              
	 
      
	
                Attention:  Andrew
      Marks

              
	 
      
	
                Tel:  212-415-7274

              
	 
      
	
                Fax:  212-415-7256

              
	 
      
	
                Email:  amarks@strauspartners.com

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        	
                NAME
      OF INVESTING ENTITY

              
	 
      	 
      
	
                Chestnut
      Ridge Partners, LP

              
	 
      	 
      
	
                By:

              	
                  /s/  Kenneth
      Holz

              
	 
      	
                Name:  Kenneth
      Holz

              
	 
      	
                Title:  C.F.O.

              
	 
      	 
      
	
                ADDRESS
      FOR NOTICE

              
	 
      
	
                c/o:

              
	 
      
	
                Street:  10
      Forest Avenue

              
	 
      
	
                City/State/Zip:  Paramus,
      NJ 07652

              
	 
      
	
                Attention:  Ken
      Holz

              
	 
      
	
                Tel:  201-845-2203

              
	 
      
	
                Fax:  201-843-1721

              
	 
      
	
                Email:  kholz@chestnutcap.com

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        	
                NAME
      OF INVESTING ENTITY

              
	 
      
	
                Jayhawk
      Private Equity Fund, L.P.

              
	 
      	 
      
	
                By:

              	
                  /s/  Michael D.
      Schmitz

              
	 
      	
                Name:  Michael
      D. Schmitz

              
	 
      	
                Title:  CFO
      of G.P. of L.P.

              
	 
      	 
      
	
                ADDRESS
      FOR NOTICE

              
	 
      
	
                c/o:  Jayhawk
      Capital Management

              
	 
      
	
                Street:  5410
      West 61st Place, Suite 100

              
	 
      
	
                City/State/Zip:  Mission,
      KS 66205

              
	 
      
	
                Attention:  Michael
      D. Schmitz

              
	 
      
	
                Tel:  913-642-2611

              
	 
      
	
                Fax:  913-642-8661

              
	 
      
	
                Email:  Mike.Schmitz@jayhawkcapital.com

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          
            
              	
                      NAME
      OF INVESTING ENTITY

                    
	 
      
	
                      Jayhawk
      Private Equity Co-Invest Fund, L.P.

                    
	 
      	 
      
	
                      By:

                    	
                       
      /s/  Michael D. Schmitz

                    
	 
      	
                      Name:  Michael
      D. Schmitz

                    
	 
      	
                      Title:  CFO
      of G.P. of L.P.

                    
	 
      	 
      
	
                      ADDRESS
      FOR NOTICE

                    
	 
      
	
                      c/o:  Jayhawk
      Capital Management

                    
	 
      
	
                      Street:  5410
      West 61st Place, Suite 100

                    
	 
      
	
                      City/State/Zip:  Mission,
      KS 66205

                    
	 
      
	
                      Attention:  Michael
      D. Schmitz

                    
	 
      
	
                      Tel:  913-642-2611

                    
	 
      
	
                      Fax:  913-642-8661

                    
	 
      
	
                      Email:  Mike.Schmitz@jayhawkcapital.com

                    


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          
            	
                    NAME
      OF INVESTING ENTITY

                  
	 
      
	
                    FULL
      ALLIANCE INTERNATIONAL LIMITED

                  
	 
      	 
      
	
                    By:

                  	
                     
      /s/  Xingmei Zhong

                  
	 
      	
                    Name:  Xingmei
      Zhong

                  
	 
      	
                    Title:  Director

                  
	 
      	 
      
	
                    ADDRESS
      FOR NOTICE

                  
	 
      
	
                    c/o:  Rm
      1701, Wing Tuck Commercial Center

                  
	 
      
	
                    Street:  183
      Wing Lok Street, Sheung Wan

                  
	 
      
	
                    City/State/Zip:  Hong
      Kong

                  
	 
      
	
                    Attention:  Teresa
      Pang

                  
	 
      
	
                    Tel:  (852)
      2572-3986

                  
	 
      
	
                    Fax:  (852)
      2572-1926

                  
	 
      	 
      
	
                    Email:

                  	 
      


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
      
        
          
            	
                    NAME
      OF INVESTING ENTITY

                  
	 
      
	
                    BTG
      Investments, LLC

                  
	 
      	 
      
	
                    By:

                  	
                     
      /s/  Gordon J. Roth

                  
	 
      	
                    Name:  Gordon
      J. Roth

                  
	 
      	
                    Title:  Manager

                  
	 
      	 
      
	
                    ADDRESS
      FOR NOTICE

                  
	 
      
	
                    c/o:  Roth
      Capital Partners, LLC

                  
	 
      
	
                    Street:  24
      Corporate Plaza

                  
	 
      
	
                    City/State/Zip:  Newport
      Beach, CA 92660

                  
	 
      
	
                    Attention:  Gordon
      J. Roth

                  
	 
      
	
                    Tel:  (949)
      720-5574

                  
	 
      
	
                    Fax:  (949)
      720-7241

                  
	 
      
	
                    Email:  groth@roth.com

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Annex
A

    Plan of
Distribution

     

    The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or quoted or in private
transactions.  These sales may be at fixed or negotiated
prices.  The Selling Stockholders may use any one or more of the
following methods when selling shares:

     

    
      	
              ·

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits Investors;

            


    

     

    
      	
              ·

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
              ·

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
              ·

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
              ·

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·

            	
              to
      cover short sales made after the date that this Registration Statement is
      declared effective by the
Commission;

            


    

     

    
      	
              ·

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
              ·

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

     

    
      	
              ·

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
              ·

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.

     

    In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume.  The Selling
Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities.  The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be
negotiated.  The Selling Stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.

     

    The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the Shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of Common Stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.

     

    Upon the
Company being notified in writing by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Common
Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv)the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In addition,
upon the Company being notified in writing by a Selling Stockholder that a donee
or pledgee intends to sell more than 500 shares of Common Stock, a supplement to
this prospectus will be filed if then required in accordance with applicable
securities law.

     

    The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of Securities will be paid by the Selling Stockholder
and/or the purchasers. Each Selling Stockholder has represented and warranted to
the Company that it acquired the securities subject to this Registration
Statement in the ordinary course of such Selling Stockholder’s business and, at
the time of its purchase of such securities such Selling Stockholder had no
agreements or understandings, directly or indirectly, with any person to
distribute any such securities.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission.  If a Selling Stockholder uses
this prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible to comply with the applicable provisions of the Securities
Act and Exchange Act, and the rules and regulations thereunder promulgated,
including, without limitation, Regulation M, as applicable to such Selling
Stockholders in connection with resales of their respective shares under this
Registration Statement.

     

    The
Company is required to pay all fees and expenses incident to the registration of
the shares, but the Company will not receive any proceeds from the sale of the
Common Stock.  The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Annex
B

    YONGYE
BIOTECHNOLOGY INTERNATIONAL, INC.

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Common Stock”), of YONGYE BIOTECHNOLOGY INTERNATIONAL,
INC., a Nevada corporation (the “Company”), understands that
the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration
Statement for the registration and resale of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of May
8, 2009 (the “Registration
Rights Agreement”), among the Company and the Investors named therein. A
copy of the Registration Rights Agreement is available from the Company upon
request at the address set forth below. All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              1.

                                            	
                                              Name.

                                            
	 	 
	 
      	
                                              (a)

                                            	
                                              Full
      Legal Name of Selling Securityholder

                                               

                                            
	 	 	 
	 
      	
                                              (b)

                                            	
                                              Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are held:

                                               

                                            
	 	 	 
	 
      	
                                              (c)

                                            	
                                              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the questionnaire):

                                               

                                            
	 
      	 
      	 
      
	
                                              2.

                                            	
                                              Address
      for Notices to Selling Securityholder:

                                            
	 
      
	 
      
	 
      
	 
      
	
                                              Telephone:

                                            	 
      	 
      
	
                                              Fax:

                                            	 
      
	
                                              Contact Person:

                                            	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        3.

                                      	
                                        Beneficial
      Ownership of Registrable Securities:

                                      
	 	 	 
	 
      	 
      	
                                        Type
      and Principal Amount of Registrable Securities beneficiary
      owned:

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                        4.

                                      	
                                        Broker-Dealer
      Status:

                                      
	 
      	
                                        (a)

                                      	
                                        Are
      you a broker-dealer?

                                         

                                        Yes
       ̈                      No
       ̈

                                      
	 
      
	 
      	
                                        Note:

                                      	
                                        If
      yes, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration Statement.

                                      
	 	 	 
	 
      	
                                        (b)

                                      	
                                        Are
      you an affiliate of a broker-dealer?

                                         

                                        Yes
       ̈                      No
       ̈

                                      
	 	 	 
	 
      	
                                        (c)

                                      	
                                        If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable Securities? 

                                         

                                        Yes
       ̈                      No
       ̈

                                      
	
                                         

                                      
	 	Note:	
                                        If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration Statement.

                                      
	 
      	 
      	 
      
	
                                        5.

                                      	
                                        Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

                                      
	 
      	 
      	
                                        Except
      as set forth below in this Item 5, the undersigned is not the beneficial
      or registered owner of any securities of the Company other than the
      Registrable Securities listed above in Item 3.

                                         

                                        Type
      and Amount of Other Securities beneficially owned by the Selling
      Securityholder:

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                        6.

                                      	
                                        Relationship
      with the Company:

                                      
	 	 	 
	 
      	 
      	
                                        Except
      as set forth below, neither the undersigned nor any of its affiliates,
      officers, directors or principal equity holders (owners of 5% of more of
      the equity securities of the undersigned) has held any position or office
      or has had any other material relationship with the Company (or its
      predecessors or affiliates) during the past three
  years.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	
                    State
      any exceptions here:

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    7.

                  	
                    The
      Company has advised each Selling Stockholder that it may not use shares
      registered on the Registration Statement to cover short sales of Common
      Stock made prior to the date on which the Registration Statement is
      declared effective by the Commission, in accordance with 1997 Securities
      and Exchange Commission Manual of Publicly Available Telephone
      Interpretations Section A.65. If a Selling Stockholder uses the prospectus
      for any sale of the Common Stock, it will be subject to the prospectus
      delivery requirements of the Securities Act. The Selling Stockholders will
      be responsible to comply with the applicable provisions of the Securities
      Act and Exchange Act, and the rules and regulations thereunder
      promulgated, including, without limitation, Regulation M, as applicable to
      such Selling Stockholders in connection with resales of their respective
      shares under the Registration Statement.

                  
	 
      	
                    The
      undersigned agrees to promptly notify the Company of any inaccuracies or
      changes in the information provided herein that may occur subsequent to
      the date hereof and prior to the Effective Date for the Registration
      Statement.

                     

                    Certain
      legal consequences arise from being named as a Selling Securityholder in
      the Registration Statement and related prospectus. Accordingly, the
      undersigned is advised to consult their own securities law counsel
      regarding the consequence of being named or not being named as a Selling
      Securityholder in the Registration Statement and the related
      prospectus.

                     

                    By
      signing below, the undersigned consents to the disclosure of the
      information contained herein in its answers to Items 1 through 6 and the
      inclusion of such information in the Registration Statement and the
      related prospectus. The undersigned understands that such information will
      be relied upon by the Company in connection with the preparation or
      amendment of the Registration Statement and the related prospectus. The
      undersigned hereby elects to include the Registrable Securities owned by
      it and listed above in Item 3 (unless otherwise specified in Item 3) in
      the Registration
Statement.

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    
      
        
          
            
              
                
                  	
                          Dated:

                        	  
      	 
      	
                          Beneficial
      Owner:

                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	 
      	
                          Name:

                        	 
      
	 
      	 
      	 
      	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

    

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Ms.
Sarah-Nicole Pinheiro

    Loeb
& Loeb LLP

    345
Park Avenue

    New
York, New York 10154-1895

    Tel:
(212) 407-4000

    Fax:
(212) 407-4990