AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledJune 9th, 2014 Company IndustryAMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2014 (this “Amendment”), among Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledJune 9th, 2014 Company IndustryThis Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 13th, 2012 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledFebruary 13th, 2012 Company IndustryWe, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTEREquity Commitment Letter • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledJune 9th, 2014 Company IndustryThis AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of June 9, 2014 by and between Morgan Stanley Private Equity Asia IV Holdings Limited (the “Sponsor”), Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter (as defined below).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 9th, 2009 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledFebruary 9th, 2009 Company IndustryWe, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledJune 9th, 2014 Company IndustryThis AMENDMENT NO. 1 TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Support Agreement (as defined below).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 11th, 2008 • Jointly Gold Technologies Ltd. • Services-prepackaged software
Contract Type FiledFebruary 11th, 2008 Company IndustryWe, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.