INDEMNIFICATION AGREEMENTIndemnification Agreement • October 18th, 2007 • Giant Interactive Group Inc. • Services-business services, nec • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2007, by and between Giant Interactive Group Inc., an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company.
LIMITED GUARANTEELimited Guarantee • July 3rd, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of July 1, 2014 (this “Limited Guarantee”), by CDH WM Giant Fund, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER July 1, 2014Giant Interactive Group Inc. • July 3rd, 2014 • Services-business services, nec • New York
This letter agreement sets forth the commitment of CDH WM Giant Fund, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and
DEPOSIT AGREEMENTDeposit Agreement • October 17th, 2007 • Giant Interactive Group Inc. • Services-business services, nec • New York
SECOND AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 3rd, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
This Second Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of July 1, 2014 by and among Mr. Yuzhu Shi (“Mr. Shi”) (solely for the purposes of Section 1.5, Section 1.7 Section 2.1 and Section 3), Vogel Holding Group Limited, a British Virgin Islands company (“Vogel”) (solely for the purposes of Section 1.7, Section 2.1 and Section 3), Union Sky Holding Group Limited, a British Virgin Islands company (“Union Sky”), Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (“Baring SPV”), Rich Noble Enterprises Limited, a British Virgin Islands company (“HONY SPV”), CDH Journey Limited, a Cayman Islands company (“CDH SPV”, together with Baring SPV, HONY SPV and any Additional Sponsor (as defined below), each an “Equity Sponsor” and together, the “Equity Sponsors”, and the Equity Sponsors together with Union Sky, each an “Investor” and together, the “Investors”), Giant Group Holdings Limited, an exempt company with limited liability
Shanghai Juhuo Network Technology Co., Ltd and Shanghai Giant Network Technology Co., Ltd signed Technical Consulting & Service Agreement Shanghai, ChinaService Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
This Technical Consulting & Service Agreement (the “Agreement”) is entered into on January 2, 2014 in Shanghai, the People’s Republic of China (“PRC”) by and between the following two parties:
Giant Interactive Group Inc. (a Cayman Islands exempted limited liability company) 57,197,423 American Depositary Shares Each Representing One Ordinary Share (Par Value US$0.0000002 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2007 • Giant Interactive Group Inc. • Services-business services, nec • New York
ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENTSoftware Distribution and License Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This Online Game Software Distribution and License Agreement (the “Agreement”) is entered into on March 27, 2012 (the “Effective Date”) in Shanghai, China, by and between the following two parties:
AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • May 12th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
This Amended and Restated Equity Commitment Agreement (this “Agreement”) dated May 12, 2014 is entered into by and among Giant Group Holdings Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (“Holdco”), CDH Wealth Management Company Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (the “New Sponsor”), Baring Asia Private Equity Fund V, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“Baring LP”), Hony Capital Fund V, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“Hony LP” and, together with Baring LP, the “Other Sponsors”) and Union Sky Holding Group Limited, a business company with limited liability incorporated and existing under the laws of the British Virgin Islands (“Union Sky” and, together with the Other Sponsors, the “Other Investors”).
POST-CLOSING EQUITY COMMITMENT AGREEMENTClosing Equity Commitment Agreement • July 3rd, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
This Post-Closing Equity Commitment Agreement (this “Agreement”) dated as of July 1, 2014 is entered into by and among Giant Group Holdings Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (“Holdco”), CDH Wealth Management Company Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (“CDH Advisor”), CDH WM Giant Fund, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“CDH LP”), CDH Journey Limited, a limited liability company organized and existing under the laws of the Cayman Islands and a wholly owned subsidiary of CDH LP (“CDH SPV”, together with CDH Advisor and CDH LP, “CDH”), Baring Asia Private Equity Fund V, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“Baring LP”), Hony Capital Fund V, L.P., an exempted limited partnership organized and existing under
USER PLATFORM SOFTWARE DISTRIBUTION AND LICENSE AGREEMENTUser Platform Software Distribution and License Agreement • April 23rd, 2012 • Giant Interactive Group Inc. • Services-business services, nec
This User Platform Software Distribution and License Agreement (the “Agreement”) is made and entered into on June 21, 2011 (the “Effective Date”) in Shanghai, China, by and between:
ADHERENCE AGREEMENTAdherence Agreement • June 9th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
CDH Journey Limited, a limited liability company organized and existing under the laws of the Cayman Islands with its registered address at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “New Sponsor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2007 • Giant Interactive Group Inc. • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this September 1, 2007 (the “Effective Date”), by and between GIANT INTERACTIVE GROUP INC., a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and Shi Yuzhu, an individual (the “Executive”).
U.S.$850,000,000 FACILITY AGREEMENT dated 27 June 2014 for GIANT MERGER LIMITED arranged by CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH BNP PARIBAS HONG KONG BRANCH CREDIT SUISSE AG, SINGAPORE BRANCH DEUTSCHE BANK AG, SINGAPORE BRANCH GOLDMAN...Facility Agreement • July 3rd, 2014 • Giant Interactive Group Inc. • Services-business services, nec
Purchase Option and Cooperation Agreement in relation to Shanghai Zhengtu Network Technology Co., Ltd.Purchase Option and Cooperation Agreement • October 12th, 2007 • Giant Interactive Group Inc.
This Purchase Option and Cooperation Agreement (this “Agreement”) dated September 7, 2006, is entered into in Shanghai, People’s Republic of China (the “PRC”) by and among:
SUPPLEMENTARY AGREEMENT No 1 TO THE ZT ONLINE 2 EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENTSupplementary Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This Supplementary Agreement to the ZT Online 2 Exclusive Technical Consulting and Service Agreement (“Supplementary Agreement”) is made and entered into on January 6, 2012 (“Effective date”) in Shanghai, the People’s Republic of China, by and between:
PLATFORM SOFTWARE LICENSE AGREEMENTPlatform Software License Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
This Platform Software License Agreement (the “Agreement”) is entered into on December 10,2013 (the “Effective Date”) in Shanghai, China, by and between the following two parties:
INSURANCE TRANSFER AGREEMENTInsurance Transfer Agreement • April 23rd, 2012 • Giant Interactive Group Inc. • Services-business services, nec • Hong Kong
This transfer agreement (the “Agreement”) is made and entered into on August 8, 2011 (the “Effective Date”) by and between the following two parties:
SUPPLEMENTARY AGREEMENT TO THE EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENTSupplementary Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
This Supplementary Agreement (“Supplementary Agreement”) is made and entered into on 25 April, 2013 (“Effective date”) in Shanghai, the People’s Republic of China, by and between:
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This transfer agreement (the “Agreement”) is made and entered into on February 10, 2012 (the “Effective Date”) in Shanghai by and between the following two parties:
GIANT INVESTMENT LIMITED FORM OF DEFERRED PAYMENT AGREEMENTGiant Investment Limited • July 18th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
This Deferred Payment Agreement (“Agreement”) is made as of July , 2014, by and among (“you” or “Participant”), Giant Investment Limited (the “Company”), an exempted company with limited liability incorporated under the Laws of the Cayman Islands, and Malibu Limited Partnership (the “Nominee”), a limited liability partnership established under the Laws of the Cayman Islands.
SUPPLEMENTARY AGREEMENT No 3Supplementary Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
This Supplementary Agreement (the “supplementary Agreement No.3”) was entered into on December 10, 2013 in Shanghai, China, by and between:
ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENTSoftware Distribution and License Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This Online Game Software Distribution and License Agreement (the “Agreement”) is entered into on August 13, 2009 (the “Effective Date”) in Shanghai, China, by and between the following two parties:
Supplementary Agreement to the ZT Online 2 Game Software Distribution and License AgreementSupplementary Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
This Supplementary Agreement to the ZT Online 2 Game Software Distribution and License Agreement (“Supplementary Agreement”) is made and entered into on January 5, 2014 (“Effective date”) in Shanghai, the People’s Republic of China, by and between:
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This transfer agreement (the “Agreement”) is made and entered into on February 6, 2012 (the “Effective Date”) in Shanghai by and between the following two parties:
Equity Pledge Agreement by and among Shanghai Zhengtu Information Technology Co., Ltd., Shanghai Zhengtu Network Technology Co., Ltd., and Current Shareholders of Shanghai Zhengtu Network Technology Co., Ltd. Shanghai, ChinaEquity Pledge Agreement • October 12th, 2007 • Giant Interactive Group Inc.
This Equity Pledge Agreement (this “Agreement”) dated September 7, 2006, is entered into in Shanghai, People’s Republic of China by and among:
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This transfer agreement (the “Agreement”) is made and entered into on March 20, 2012 (the “Effective Date”) in Shanghai by and between the following two parties:
LOAN AGREEMENTLoan Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
In order to carry out Party B’s business activities in game development, Party A agree to provide a 3.72 million RMB loan to Party B.
OFFICE LEASE AND PROPERTY MANAGEMENT CONTRACTOffice Lease and Property Management Contract • June 17th, 2011 • Giant Interactive Group Inc. • Services-business services, nec • Shanghai
This Office Lease and Property Management Contract (hereinafter referred to as the “Contract”) is hereby entered into by the following parties in Shanghai, the People’s Republic of China.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2007 • Giant Interactive Group Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 17, 2007, by and between Giant Interactive Group Inc., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”) and Standard Chartered Private Equity Limited, a company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (the “Investor”). The Company and the Investor are referred to herein collectively as “Parties” and individually as a “Party.”
Contract for Technology TransferGiant Interactive Group Inc. • April 29th, 2014 • Services-business services, nec
According to the provisions of Contract Law of the People’s Republic of China the Parties reach the following agreement by consensus with regard to the transfer of technology for Giant Network Online Game Software named King of King Three ( the “King of King Three”) V2.0.
Supplementary Agreement to the Online Game Distribution and License AgreementSupplementary Agreement • April 29th, 2014 • Giant Interactive Group Inc. • Services-business services, nec
SUPPLEMENTARY AGREEMENT TO THE ONLINE GAME LICENSE AGREEMENTSupplementary Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec • Shanghai
EQUITY COMMITMENT LETTER June 6, 2014Giant Interactive Group Inc. • June 9th, 2014 • Services-business services, nec • New York
This letter agreement sets forth the commitment of Hony Capital Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with an
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • April 18th, 2013 • Giant Interactive Group Inc. • Services-business services, nec
This transfer agreement (the “Agreement”) is made and entered into on February 13, 2012 (the “Effective Date”) in Shanghai by and between the following two parties:
