Synutra International, Inc. Sample Contracts

ARTICLE I THE EXCHANGE ------------
Share Exchange Agreement • June 21st, 2005 • Vorsatech Ventures, Inc. • Non-operating establishments
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EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2008 • Synutra International, Inc. • Dairy products

Adhering to the principle of voluntariness and equality and in accordance with the Labor Law of the People’s Republic of China and related regulations currently in effect, Party A and Party B hereby enter into this Agreement for joint observance upon mutual agreement through consultation.

EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2008 • Synutra International, Inc. • Dairy products

Adhering to the principle of voluntariness and equality and in accordance with the Labor Law of the People’s Republic of China and related regulations currently in effect, Party A and Party B hereby enter into this Agreement for joint observance in good faith.

EMPLOYMENT AGREEMENT
Employment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

Party A (Employer) Name: Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D Center Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): Name: Weiguo Zhang Sex: Male ID Number: 452023247 (United States)

FAT-ENRICHED OR NON FAT-ENRICHED DEMINERALIZED WHEY POWDER SUPPLY AGREEMENT
Confidential Treatment • November 9th, 2012 • Synutra International, Inc. • Dairy products

A simplified joint stock company with a capital of €18,560,928, headquartered at Port Sur Saone 70170 – Route de Luxeuil les bains, registered at the Commercial and Corporate Registry of Vesoul-Gray under number B 400 869 277,

Share Pledge Agreement
Share Pledge Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

This Share Pledge Agreement (hereinafter referred to as “This Agreement”) was entered into in Qingdao, China, on July 20, 2008 by the following parties (hereinafter referred to as “Parties to the Agreement”):

SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • June 30th, 2010 • Synutra International, Inc. • Dairy products • New York

Synutra International, Inc., a corporation incorporated in Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company and, at the election of the Underwriters, up to 495,000 additional shares of Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares”.

Agreement
Agreement • November 9th, 2006 • Synutra International, Inc. • Non-operating establishments

In order to speed up local economic development, improve structural reforms of local industries, and to push forward commercial development of local agri-business and husbandry, Party A intends to introduce Party B to establish, within Zheng Lan Qi area, a 100% foreign owned dairy production and processing company. The following understanding has been reached and agreed upon. Party B intends to take control of all the assets (including land use rights and all milk collection facilities) of the company formerly known as Zheng Lan Qi Wan Da Shan Dairy Company, Ltd of Inner Mongolia (hereafter referred to as “Lan Qi Dairy”), at a price of RMB 31,000,000, in order to establish a wholly foreign-owned company (hereafter referred to as “New Foreign Company”) and to complete building of the facilities so to ensure its commissioning within the year.

Share-holding Entrustment Agreement
Share-Holding Entrustment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

This Share-holding Entrustment Agreement (this “Agreement”) is entered into in of the People’s Republic of China (hereinafter “PRC”) as of July 20, 2008, by and among the following four Parties:

ABN AMRO BANK N.V., HONG KONG BRANCH 38/F, Cheung Kong Centre Hong Kong
Letter Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

This USD Facility Side Letter Agreement (this “Agreement”) is delivered to you in connection with the Loan Agreement to be entered into among Synutra International, Inc., as the Borrower (the “Borrower”), Liang Zhang and Xiuqing Meng, each as a Guarantor, and ABN AMRO Bank N.V., Hong Kong Branch, as the Lender and the Collateral Agent, on the date hereof (the “Loan Agreement”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 1st, 2007 • Synutra International, Inc. • Non-operating establishments • Delaware

THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 24th day of May 2007 by and among Synutra International, Inc., a Delaware corporation (the “Company”) and Warburg Pincus Private Equity IX, L.P. (the “Investor”).

LIMITED GUARANTEE
Limited Guarantee • November 17th, 2016 • Synutra International, Inc. • Dairy products • Delaware

LIMITED GUARANTEE, dated as of November 17, 2016 (this “Limited Guarantee”), by Mr. Liang Zhang and Ms. Xiuqing Meng (the “Guarantors” and each, a “Guarantor”) in favor of Synutra International, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

SYNUTRA INTERNATIONAL, INC., THE BANK OF NEW YORK, as Warrant Agent and ABN AMRO BANK N.V., Hong Kong Branch as Initial Holder
Warrant Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

WARRANT AGREEMENT dated as of April 19, 2007, between SYNUTRA INTERNATIONAL, INC., a company organized under the laws of the State of Delaware (as further defined below, the “Company”), the Bank of New York, as warrant agent (the “Warrant Agent”) and ABN AMRO BANK N.V., Hong Kong Branch, as initial holder (the “Initial Holder”).

BETWEEN THE UNDERSIGNED: SODIAAL UNION
Synutra International, Inc. • November 9th, 2012 • Dairy products

An agricultural cooperative company with variable capital, registered under No. 2245, headquartered at Paris (75014) 170 bis, boulevard du Montparnasse, registered at the Commercial and Corporate Registry of Paris under number D 351 572 888,

SYNUTRA INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • June 15th, 2009 • Synutra International, Inc. • Dairy products • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between Synutra International, Inc., a Delaware corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

Exclusive Consulting and Service Agreement
Consulting and Service Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products • Beijing

This Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Qingdao of China as of July 20, 2008 by and among the Following Parties:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2008 • Synutra International, Inc. • Dairy products • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2008 by and among SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Company”), BEAMS POWER INVESTMENT LIMITED, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Issuer”), and WARBURG PINCUS PRIVATE EQUITY IX, L.P. (including its successors, permitted assigns and transferees, the “Buyer”), in connection with that certain Note Purchase Agreement, dated as of April 23, 2008 (as may be amended or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Buyer (the Company, the Issuer and the Buyer are each individually also referred to as a “Party” and together referred to as the “Parties”). The capitalized terms used herein shall have the same respective meanings as those defined in the Purchase Agreement, unless otherwise defined herein.

Assets Purchase Agreement Sheng Yuan Nutritional Food Co., Ltd. Beijing Huilian Food Co., Ltd.
Assets Purchase Agreement • July 18th, 2008 • Synutra International, Inc. • Dairy products

Party A and Party B hereby enter into this agreement (“Agreement”) concerning Party A’s proposal on purchasing the assets held by Party B by way of assets transfer, through friendly negotiation and on the principle of equality, voluntariness, and bona fide.

LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • June 29th, 2006 • Synutra International, Inc. • Non-operating establishments

This License and Supply Agreement ("Agreement") is made and entered into as of the 1st day of September, 2003 ("Effective Date"), by and between (i) Martek Biosciences Corporation, a Delaware USA corporation ("Licensor"), and (ii) American St. George Biological Technology Corporation, a corporation organized under the laws of Illinois with offices located at 9784 Athletic Way, Gaithersburg, Maryland 20878 ("Licensee").

LOAN AGREEMENT dated as of October 11, 2007 among Synutra International, Inc., ABN AMRO Bank N.V., as Administrative Agent and Collateral Agent, ABN AMRO Bank N.V., as Arranger and The Lenders Party Hereto
Assignment and Assumption • October 17th, 2007 • Synutra International, Inc. • Dairy products • New York

This LOAN AGREEMENT (“Agreement”) is entered into as of October 11, 2007 by and among Synutra International, Inc., a Delaware corporation (the “Borrower”), ABN AMRO Bank N.V., as Administrative Agent and Collateral Agent, ABN AMRO Bank N.V., as Arranger and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

MILK SUPPLY AGREEMENT
Confidential Treatment • November 9th, 2012 • Synutra International, Inc. • Dairy products

An agricultural cooperative company with variable capital, registered under No. 2245, headquartered at Paris (75014) 170 bis, boulevard du Montparnasse, registered in the Paris Commercial and Corporate Registry under number D 351 572 888,

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Contract
Registration Rights Agreement • March 5th, 2014 • Synutra International, Inc. • Dairy products • New York

REGISTRATION RIGHTS AGREEMENT BY AND AMONG SYNUTRA INTERNATIONAL, INC. (SYUT), the Company; BEAMS POWER INVESTMENT LIMITED, the Pledgor; and DEUTSCHE BANK AG, HONG KONG BRANCH the Facility Agent dated as of March 3, 2014

LOAN AGREEMENT dated as of April 19, 2007 among Synutra International, Inc. Liang Zhang Xiuqing Meng and ABN AMRO Bank N.V., Hong Kong Branch
Loan Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

This LOAN AGREEMENT (“Agreement”) is entered into as of April 19, 2007 by and among Synutra International, Inc., a Delaware corporation (the “Borrower”), Liang Zhang, Xiuqing Meng (“Individual Guarantors”) and ABN AMRO Bank N.V., Hong Kong Branch, as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

COLLATERAL AGREEMENT
Collateral Agreement • October 17th, 2007 • Synutra International, Inc. • Dairy products • New York

AGREEMENT dated as of October 11, 2007 (this “Agreement”) among SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), SYNUTRA, INC., an Illinois corporation (the “Pledged Stock Issuer”) and ABN AMRO BANK N.V., as Collateral Agent (the “Collateral Agent”) and Administrative Agent (the “Administrative Agent”).

COLLATERAL AGREEMENT
Collateral Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

AGREEMENT dated as of April 19, 2007 (this “Agreement”) among BEAMS POWER INVESTMENT LIMITED, an International Business Companies Act company re-registered as a BVI business company organized under the laws of the British Virgin Islands (the “Lien Grantor”), SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Issuer”) and ABN AMRO BANK N.V., HONG KONG BRANCH as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

Equity Disposal Agreement
Equity Disposal Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

This Equity Disposal Agreement (the “Agreement”) is entered into in Qingdao of the People’s Republic of China as of July 20, 2008 by and among the following Parties (hereinafter “Parties of the Agreement”):

SYNUTRA INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 15th, 2009 • Synutra International, Inc. • Dairy products • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between Synutra International, Inc., a Delaware corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

Share-holding Entrustment Agreement
Share-Holding Entrustment Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

This entrustment agreement (hereinafter called as “this agreement”) was signed by following parties (hereinafter called as “agreement parties) in Qingdao, China on July 20, 2008.

ABN AMRO BANK N.V. 38/F, Cheung Kong Centre Hong Kong
Letter Agreement • October 17th, 2007 • Synutra International, Inc. • Dairy products • New York

This US Dollar Facility Fee Letter Agreement (this “Agreement”) is delivered to you in connection with the Loan Agreement to be entered into on the date hereof (the “Loan Agreement”) among Synutra International, Inc., as the Borrower (the “Borrower”), ABN AMRO Bank N.V., as the Arranger (the “Arranger”), ABN AMRO Bank N.V., as the Collateral Agent and the Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (the “Lenders”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2012 • Synutra International, Inc. • Dairy products

Party A (Employer) Name: Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D Center Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): Name: Feng Zha Sex: Male ID Number: 310104196310102813

SYNUTRA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2007 • Synutra International, Inc. • Non-operating establishments • New York

This Registration Rights Agreement (the “Agreement”) is made as of April 19, 2007, by and between SYNUTRA INTERNATIONAL, INC., a Delaware corporation (the “Company”) and ABN AMRO BANK N.V., HONG KONG BRANCH (the “Initial Holder”) in connection with the issuance of warrants to purchase shares of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company (each individually, a “Warrant”, and collectively, the “Warrants”) pursuant to the Warrant Agreement dated as of the date hereof (the “Warrant Agreement”) among the Company, the Bank of New York, as warrant agent and the Initial Holder.

WHEY SUPPLY AGREEMENT
Confidential Treatment • November 9th, 2012 • Synutra International, Inc. • Dairy products

A simplified joint stock company, with capital of €18,560,928, headquartered at Port Sur Saone (70170) Route de Luxeuil les bains, registered at the Commercial and Corporate Registry of Vesoul-Gray under number B 400 869 277,

AGREEMENT AND PLAN OF MERGER by and among BEAMS POWER INVESTMENT LIMITED BEAMS POWER MERGER SUB LIMITED and SYNUTRA INTERNATIONAL, INC. Dated as of November 17, 2016
Agreement and Plan of Merger • November 17th, 2016 • Synutra International, Inc. • Dairy products • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 17, 2016, is entered into by and among Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Synutra International, Inc., a Delaware corporation (the “Company”).

Business Operating Agreement
Business Operating Agreement • June 9th, 2010 • Synutra International, Inc. • Dairy products

The business operating agreement (hereinafter “this agreement”) is entered into between the following Parties (hereinafter “the parties to this agreement”) on July 20th, 2008 in Qingdao, China.

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