Yongye Intl (NASDAQ:YONG)

In connection with a private placement in September of 2008, management entered into a 'make good agreement' with certain investors and has placed 4.0 million of its shares in escrow to secure its obligations to meet specific 'Earnings per Share' targets for 2009. If the targets are not achieved, a number of shares derived from a formula will be transferred to the these investors.

Scenario One: All escrowed shares are released, which will in effect increase shares outstanding if:
 

	December 2009
After Tax Net Income	Less than $12,649,248
OR
Earnings Per Share	Less $0.42

Scenario Two: No escrowed shares are released if:

	December 2009
After Tax Net Income	Greater than $15,811,560
OR
Earnings Per Share	Greater than $0.53

Scenario Three: Escrowed shares are released by using a pre-described formula if:

	December 2009
After Tax Net Income	$12,649,248 to $15,811,560
OR
Earnings Per Share	$0.42 to $0.53

Source: SEC From 424B3 ( September 12, 2008. Page 2)

The transaction includes a 'make good' provision based on the achievement of a net income target for the Company's 2008 fiscal year. Should the Company not achieve $10.3 million in fiscal 2008 net income, the purchasing shareholders in this transaction will receive 2,000,000 shares from the original shareholder for no additional consideration.

Source: PR Newswire (April 18, 2008)