Unassociated Document


     

    PLACEMENT
AGENT WARRANT

     

    Warrant
No.: YBI PA – 003

    


    NEITHER
THIS WARRANT NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)
UNDER THE SECURITIES ACT.

     

    COMMON
STOCK PURCHASE WARRANT

     

    YONGYE
BIOTECHNOLOGY INTERNATIONAL, INC.

     

    
      
        
          	
                  Warrant
      Shares 246,224

                	
                  Initial
      Exercise Date: May 8,
2009

                


        

      

    

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, ROTH Capital Partners, LLC or its registered
assigns (the “Holder”),
is entitled, at any time and from time to time, on or after the date hereof (the
“Initial
Exercise Date”) and on or prior to the close of business on the five-year
anniversary of the Initial Exercise Date (the “Expiration
Date”) but not thereafter, to subscribe for and purchase from Yongye
Biotechnology International, Inc., a Nevada corporation (the “Company”)
up to 246,224 shares (each such share, a “Warrant
Share” and all
such shares, the “Warrant
Shares”) of Common Stock, subject to the following terms, conditions and
limitations:

     

    1.           Definitions.  As
used in this Warrant, the following terms shall have the respective definitions
set forth in this Section
1.  Capitalized terms that are used but not defined in this
Warrant that are defined in the Securities Purchase Agreement (as defined below)
shall have the respective definitions set forth in the Securities Purchase
Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Business
Day” means any day except Saturday, Sunday and any day that is a federal
legal holiday in the United States or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

     

    “Common
Stock” means the common stock of the Company, par value $0.001 per share,
and any securities into which such common stock may hereafter be
reclassified.

     

    “Exercise
Price” means $1.848, subject to adjustment in accordance with Section
9.

     

    “Fundamental
Transaction” means any of the following: (1) the Company effects any
merger or consolidation of the Company with or into another Person, (2) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (3) any tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (4) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property.

     

    “Original Issue
Date” means the Initial Exercise Date first set forth on the first page
of this Warrant.

     

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

     

    “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

     

    “Securities
Purchase Agreement” means the Securities Purchase Agreement, dated as of
the date of this Warrant, to which the Company and the original holder of the
Warrant are parties.

     

    “Trading
Day” means (i) a day on which the Common Stock is traded on a Trading
Market, or (ii) if the Common Stock is not quoted or listed on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter
market; provided, that in the event that the Common Stock is not listed or
quoted as set forth in (i) and (ii) hereof, then Trading Day shall mean a
Business Day.

     

    “Trading
Market” means whichever of the New York Stock Exchange, NYSE Amex, the
Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board on
which the Common Stock is listed or quoted for trading on the date in
question.

     

    
      
         

      

      
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    “VWAP”
shall mean, for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time);
(b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date)
on the OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted
for trading on the OTC Bulletin Board and if prices for the Common Stock are
then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar
organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported; or (d) in
all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Purchasers of a
majority in interest of the Securities then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the
Company

     

    2.           Registration of
Warrant.  The Company shall register this Warrant upon records
to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to
time.  The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.

     

    3.           Registration of
Transfers.  The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein.  Upon any such registration
or transfer, a new Warrant to purchase Common Stock, in substantially the form
of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and
obligations of a holder of a Warrant. The rights of the original Holder under
the Registration Rights Agreement shall be transferred with such transfer of
Warrant.

     

    4.           Exercise and Duration of
Warrants.  This Warrant shall be exercisable by the registered
Holder at any time and from time to time through and including the Expiration
Date.  At 6:30 p.m., New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value.  The Company may not call or redeem any portion of this
Warrant without the prior written consent of the Holder.

     

    5.           Delivery of Warrant
Shares.

     

    (a)           To
effect exercises hereunder, the Holder shall not be required to physically
surrender this Warrant unless the aggregate Warrant Shares represented by this
Warrant is being exercised.  Upon delivery of the Exercise Notice (in
the form attached hereto) to the Company (with the attached Warrant Shares
Exercise Log) at its address for notice set forth herein and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, the Company shall promptly (but in no event later
than three Trading Days after the Date of Exercise (as defined herein)) issue
and deliver to the Holder, a certificate for the Warrant Shares issuable upon
such exercise.  A “Date of
Exercise” means the date on which the Holder shall have delivered to the
Company: (i) the Exercise Notice (with the Warrant Shares Exercise Log attached
to it), appropriately completed and duly signed and (ii) if such Holder is not
utilizing the cashless exercise provisions set forth in this Warrant, payment of
the Exercise Price for the number of Warrant Shares so indicated by the Holder
to be purchased.

     

    
      
         

      

      
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    (b)           If
by the third Trading Day after a Date of Exercise the Company fails to deliver
the required number of Warrant Shares in the manner required pursuant to Section 5(a), then
the Holder will have the right to rescind such exercise.

     

    (c)           If
by the third Trading Day after a Date of Exercise the Company fails to deliver
the required number of Warrant Shares in the manner required pursuant to Section 5(a), and if
after such third Trading Day and prior to the receipt of such Warrant Shares,
the Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (i) pay in cash to the Holder the amount by which (A) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (B) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue by (2) the
closing bid price of the Common Stock on the Date of Exercise and (ii) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to
the Holder the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery obligations
hereunder.  The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the
Buy-In.

     

    (d)           The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

     

    6.           Charges, Taxes and
Expenses.  Issuance and delivery of Warrant Shares upon
exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder.  The Holder shall
be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

     

    
      
         

      

      
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    7.           Replacement of
Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if
requested.  Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay
such other reasonable third-party costs as the Company may
prescribe.  If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the
Company as a condition precedent to the Company’s obligation to issue the New
Warrant.

     

    8.           Reservation of Warrant
Shares.  The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of Persons other than the Holder (taking into account
the adjustments and restrictions of Section 9). The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.

     

    9.           Certain
Adjustments.  The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section
9.

     

    (a)           Stock Dividends and
Splits.  If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a
distribution on any class of capital stock that is payable in shares of Common
Stock, (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, or (iii) combines outstanding shares of Common Stock into a smaller
number of shares, then, in each such case, the Exercise Price shall be adjusted
by multiplying the Exercise Price in effect immediately prior to such event by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event
and the product so obtained shall thereafter be the Exercise Price then in
effect.  Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.

     

    
      
         

      

      
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    (b)           Fundamental
Transactions.  If, at any time while this Warrant is
outstanding there is a Fundamental Transaction, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the same amount and
kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”).  For purposes of
any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. In the event of a Fundamental Change, the Company or the successor
or purchasing Person, as the case may be, shall execute with the Holder a
written agreement providing that:

    


    (x)           this
Warrant shall thereafter entitle the Holder to purchase the Alternate
Consideration in accordance with this section 9(b),

    


    (y)           in
the case of any such successor or purchasing Person, upon such consolidation,
merger, statutory exchange, combination, sale or conveyance such successor or
purchasing Person shall be jointly and severally liable with the Company for the
performance of all of the Company's obligations under this Warrant, the
Securities Purchase Agreement and the Registration Rights Agreement,
and

    


    (z)           if
registration or qualification is required under the Exchange Act or applicable
state law for the public  resale by the Holder of shares of stock and
other securities so issuable upon exercise of this Warrant, such registration or
qualification shall be completed prior to such reclassification, change,
consolidation, merger, statutory exchange, combination or sale.

    


    If, in
the case of any Fundamental Change, the Alternate Consideration includes shares
of stock, other securities, other property or assets of a Person other than the
Company or any such successor or purchasing Person, as the case may be, in such
Fundamental Change, then such written agreement shall also be executed by such
other Person and shall contain such additional provisions to protect the
interests of the Holder as the Board of Directors of the Company shall
reasonably consider necessary by reason of the foregoing.  At the
Holder’s option and request, any successor to the Company or surviving entity in
such Fundamental Transaction shall, either (i) issue to the Holder a new warrant
substantially in the form of this Warrant and consistent with the foregoing
provisions and evidencing the Holder’s right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof, or (ii)
purchase the Warrant from the Holder for a purchase price, payable in cash
within five Trading Days after such request (or, if later, on the effective date
of the Fundamental Transaction), equal to the Black Scholes value of the
remaining unexercised portion of this Warrant on the date of such
request.  The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this paragraph (b) and
insuring that the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

     

    
      
         

      

      
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    (c)           Number of Warrant
Shares.  Simultaneously with any adjustment to the Exercise
Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

     

    (d)           Calculations.  All
calculations under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a
share, as applicable.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.

     

    (e)           Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section
9, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Warrant Shares or other securities issuable upon
exercise of this Warrant (as applicable), describing the transactions giving
rise to such adjustments and showing in detail the facts upon which such
adjustment is based.  Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s
Transfer Agent.

     

    (f)           Notice of Corporate
Events.  If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common
Stock, including without limitation any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction (but only to the extent such disclosure
would not result in the dissemination of material, non-public information to the
Holder) at least 10 calendar days prior to the applicable record or effective
date on which a Person would need to hold Common Stock in order to participate
in or vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the
corporate action required to be described in such notice.

     

    
      
         

      

      
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    (g)           Subsequent Equity
Sales. If the Company or any Subsidiary thereof, as applicable, at any
time while this Warrant is outstanding, shall sell or grant any option to
purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or Common Stock Equivalents entitling any Person
to acquire shares of Common Stock, at an effective price per share less than the
then Exercise Price (such lower price, the “Base Share
Price” and such issuances collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents
so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which are issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share which is less than the Exercise Price, such issuance
shall be deemed to have occurred for less than the Exercise Price on such date
of the Dilutive Issuance), then the Exercise Price shall be reduced to a price
equal to the Base Share Price. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued.  Notwithstanding
the foregoing, no adjustments shall be made, paid or issued under this Section
3(g) in respect of an Exempt Issuance.  The Company shall notify the
Holder, in writing, no later than the Trading Day following the issuance of any
Common Stock or Common Stock Equivalents subject to this Section 3(g),
indicating therein the applicable issuance price, or applicable reset price,
exchange price, conversion price and other pricing terms (such notice, the
“Dilutive
Issuance Notice”).

     

    10.          Payment
of Exercise Price. The Holder may
pay the Exercise Price in one of the following manners:

     

    (a)           Cash
Exercise.  The Holder may deliver immediately available funds;
or

     

    (b)           Cashless
Exercise.  If an Exercise Notice is delivered at a time when
the Fair Market Value (as defined below) is greater than the Exercise Price,
then the Holder may notify the Company in an Exercise Notice of its election to
utilize cashless exercise, in which event the Company shall issue to the Holder
the number of Warrant Shares determined as follows:

     

    X = Y [(A
– B)/A]

     

    where:

     

    X = the
number of Warrant Shares to be issued to the Holder.

     

    Y = the
number of Warrant Shares with respect to which this Warrant is being
exercised.

     

    A = the
Fair Market Value

     

    B = the
Exercise Price.

     

    “Fair Market
Value” shall equal the VWAP for the Trading Day immediately prior to (but
not including) the Exercise Date.  For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant
was originally issued.

     

    
      
         

      

      
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    11.          Limitations on
Exercise.

     

    (a)           Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may
be acquired by the Holder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act of 1934, as
amended (the “Exchange
Act”), does not exceed 4.99% (the “Maximum
Percentage”) of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise).  For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  This provision shall not
restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this
Warrant.

     

    (b)           Notwithstanding
anything to the contrary contained herein, by written notice to the Company, the
Holder shall have the right (i) at any time and from time to time to reduce its
maximum percentage immediately upon notice to the Company in the event and only
to the extent that Section 16 of the Exchange Act or the rules promulgated
thereunder (or any successor statute or rules) is changed to reduce the
beneficial ownership percentage threshold thereunder to a percentage less than
4.99% and (ii) at any time and from time to time, to waive the provisions of
this Section insofar as they relate to the Maximum Percentage or to increase its
Maximum Percentage unless the Holder shall have, by written instrument delivered
to the Company, irrevocably waived its rights to so increase its Maximum
Percentage, but (A) any such waiver or increase will not be effective until 61
days after such notice is delivered to the Company, and (B) any such waiver or
increase or decrease will apply only to the Holder and not to any other holder
of Warrants.

     

    12.          No Fractional
Shares.  No fractional shares of Warrant Shares will be issued
in connection with any exercise of this Warrant.  In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported by the applicable Trading Market on the date of
exercise.

     

    13.          Notices.  Any
and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) 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 at the facsimile number
specified in this section 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 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 nationally recognized overnight courier service, (d) the
fifth day after such notice is deposited in the U.S. mail, certified, return
receipt requested and postage prepaid, or (e) upon actual receipt by the party
to whom such notice is required to be given.  The addresses for such
communications shall be:  (i) if to the Company, to Yongye
Biotechnology International, Inc., 6th Floor,
Xue Yuan International Tower, No.1 Zhi Chu Road, Hai Dian District, Beijing,
PRC, with a copy to: Loeb & Loeb LLP, 345 Park Avenue, New York, NY
10154,  Attn: Mitchell S. Nussbaum, Esq.  (or such other
address as the Company shall indicate in writing in accordance with this
section), or (ii) if to the Holder, to the address set forth in the Purchase
Agreement (or the address or facsimile number appearing on the Warrant Register
or such other address or facsimile number as the Holder may provide to the
Company in accordance with this section).

     

    
      
         

      

      
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    14.          Warrant
Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 10 calendar days’ notice to the Holder, the Company may
appoint a new warrant agent.  Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further
act.  Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.

     

    15.          Compliance with Securities
Laws.  The Holder of this Warrant, by acceptance hereof,
acknowledges and agrees as follows:

     

    (a)           Holder
is familiar with the definition of “accredited investor” in Rule 501 of
Regulation D promulgated under the Securities Act and certifies that Holder is
an accredited investor as defined in such rule.

     

    (b)           Holder
understands that neither this Warrant nor the Warrant Shares have been
registered under the Securities Act, and therefore they may not be sold,
assigned or transferred unless (i) a registration statement under the Securities
Act is in effect with respect thereto or (ii) an exemption from registration is
found to be available to the satisfaction of the Company.

     

    16.          Miscellaneous.

     

    (a)           This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns.  Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other
than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant.  This Warrant may be amended only in
writing signed by the Company and the Holder and their successors and
assigns.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b)           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
actions, claims, suits, investigations or proceedings (including, without
limitation, an investigation or partial proceeding, such as a deposition)
(“Proceedings”),
whether commenced or, to the knowledge of the Company, threatened concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective Affiliates, employees or agents) shall be
commenced exclusively 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 (including with respect
to the enforcement of the any of the Transaction Documents), 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 such 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 legal 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 a Transaction Document,
then the prevailing party in such Proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such
Proceeding.

     

    (c)           The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     

    (d)           In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    (e)           Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

     

    
      
        
          	 
      	
                  YONGYE
      BIOTECHNOLOGY

                   INTERNATIONAL,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:
      Zishen Wu

                  Title:  CEO

                


        

      

    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    YONGYE
BIOTECHNOLOGY INTERNATIONAL, INC.

     

    WARRANT
DATED MAY 8, 2009

    


    EXERCISE
NOTICE

    


    The
undersigned Holder hereby irrevocably elects to purchase _____________ shares of
Common Stock of Yongye Biotechnology International, Inc. (the “Company”)
pursuant to the above referenced Warrant.  Capitalized terms used
herein and not otherwise defined have the respective meanings set forth in the
Warrant.

     

    (1)          The
undersigned Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.

     

    (2)          The
Holder intends that payment of the Exercise Price shall be made as (check
one):

     

    
      	
               
      

            	
              [    ]

            	
              Cash
      Exercise.  The
      undersigned has paid or delivered to the Company $__________, the
      aggregate Exercise Price for ___________ shares of the Company’s Common
      Stock purchased herewith, in full in cash or by certified or official bank
      check or wire transfer.

            


    

     

    
      	
               
      

            	
              [    ]

            	
              Cashless
      Exercise.  In exchange for the issuance of _______ shares
      of the Company’s Common Stock, the undersigned hereby agrees to surrender
      the right to purchase _______ shares of Common Stock pursuant to the
      cashless exercise provisions set forth in Section 10(b)
      the Warrant.

            


    

     

    (3)           Please
deliver to the undersigned Holder _______________ Warrant Shares in accordance
with the terms of the Warrant.

     

    (4)           By
its delivery of this Exercise Notice, the undersigned represents and warrants to
the Company that (a) it is an “accredited investor” as defined in Regulation D
under the Securities Act of 1933, as amended, and (b) in giving effect to the
exercise evidenced hereby the Holder will not beneficially own in excess of the
number of shares of Common Stock (determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended) permitted to be owned under
Section 11 of
this Warrant to which this notice relates.

    


    
      
        
          	
                  Dated:                                  ,
      ____

                	 	
                  Name
      of Holder:_________________________________________

                
	 
      	 
      	
                  (Print)

                
	 
      	 
      	 
      
	 
      	 
      	
                  Signature:_______________________________________________

                
	 
      	 
      	
                  (Signature
      must conform in all respects to name of holder as specified on the face of
      the Warrant)

                
	 
      	 
      	 
      
	 
      	 
      	
                  Print
      Name:_____________________________________________

                
	 
      	 
      	
                  Title:___________________________________________________

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    YONGYE
BIOTECHNOLOGY INTERNATIONAL, INC.

     

    WARRANT
DATED MAY 8, 2009

    WARRANT
NO. YBI PA – 003

     

    WARRANT SHARES EXERCISE
LOG

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date

                                	 	
                                  Number
      of Warrant

                                  Shares
      Available to

                                  be
      Exercised

                                	 	
                                  Number
      of Warrant

                                  Shares
      Exercised

                                	 	
                                  Number
      of Warrant

                                  Shares
      Remaining to

                                  be
      Exercised

                                	 
	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [continue
as necessary]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    YONGYE
BIOTECHNOLOGY INTERNATIONAL, INC.

     

    WARRANT
ORIGINALLY ISSUED MAY 8, 2009

    WARRANT
NO. YBI PA – 003

     

    FORM OF
ASSIGNMENT

     

    [To be
completed and signed only upon transfer of Warrant]

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto the
transferee indicated below the right represented by the above-captioned Warrant
to purchase ____________ shares of Common Stock of Yongye Biotechnology
International, Inc. (the “Company”)
to which such Warrant relates and appoints _____________________ attorney to
transfer said right on the books of the Company with full power of substitution
in the premises.

     

    Dated:
_______________, ____

     

    
      
        
          
            	
                    Holder:____________________________________________________________

                  
	
                    (Print
      Name)

                  
	 
      
	
                    Signature:__________________________________________________________

                  
	
                    (Signature
      must conform in all respects to name of holder as specified on the face of
      the Warrant.  Indicate title if signing on behalf of an
      entity.)

                  
	 
      
	
                    Transferee
      Information:

                  
	 
      
	
                    Name:_____________________________________________________________

                  
	 
      
	
                    Address:___________________________________________________________

                  
	 
      
	__________________________________________________________________ 
      
	 
      
	
                    Fax
      No.:___________________________________________________________