LIMITED GUARANTEELimited Guarantee • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
LIMITED GUARANTEE, dated as of July 30, 2014 (this “Limited Guarantee”), by Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (the “Guarantor”), in favor of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • December 18th, 2015 • Sequoia Capital China I Lp • Services-motion picture & video tape distribution • New York
This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. Dong YU (including his assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement
AGREEMENT AND PLAN OF MERGER among HARVEST PARENT LIMITED, HARVEST MERGER LIMITED and LE GAGA HOLDINGS LIMITED Dated as of July 30, 2014Agreement and Plan of Merger • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 30, 2014 (this “Agreement”), among Harvest Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Harvest Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • March 18th, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • Hong Kong
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated March 18, 2014 (this “Agreement”, including all schedules annexed hereto, as hereafter from time to time amended, modified, supplemented, renewed or replaced), among Ms. Na Lai Chiu (the “Chairwoman”), Valuetrue Investments Limited, a British Virgin Islands company wholly-owned by the Chairwoman (“Valuetrue Investments”), Mr. Shing Yung Ma (the “Founder”), Grow Grand Limited, a British Virgin Islands company wholly-owned by the Founder (“Grow Grand” and, together with the Chairwoman, Valuetrue Investments and the Founder, the “Founder Parties”), SC China Holdings Limited, a Cayman Islands company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Sequoia”) and Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Yiheng” and, together with Sequoia, the “Sponsors” and each a “Sponsor”). Each of the Sponsors and the Founder
CONSORTIUM AGREEMENTConsortium Agreement • June 19th, 2015 • Sequoia Capital China I Lp • Services-motion picture & video tape distribution • New York
THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates Orrick Investments Limited (a British Virgin Islands company), Peak Reinsurance Company Limited (a Hong Kong company) and Fidelidade Companhia Seguros S.A. (a Portugal company) (collectively, “Fosun Entities”), and Sequoia Capital China I, L.P. (an exempted limited partnership registered in the Cayman Islands), Sequoia Capital China Partners Fund I, L.P. (an exempted limited partnership registered in the Cayman Islands) and Sequoia Capital China Principals Fund I, L.P. (an exempted limited partnership registered in the Cayman Islands) (collectively, “Sequoia Entities”, together with Fosun Entities, the “Investor Entities”). Each of the Investor Entities an
LIMITED GUARANTEELimited Guarantee • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
LIMITED GUARANTEE, dated as of July 30, 2014 (this “Limited Guarantee”), by Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., Sequoia Capital China Growth Fund I, L.P., Sequoia Capital China Growth Partners Fund I, L.P. and Sequoia Capital China GF Principals Fund I, L.P. (collectively, the “Guarantors” and, each, a “Guarantor”) in favor of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
Dated 30 July 2014 Facility Agreement relating to a US$30,000,000 Term Loan Facility between Harvest Holdings Limited as an Original Obligor Harvest Parent Limited as Original Guarantor Harvest Merger Limited as Borrower and China Minsheng Banking...Facility Agreement • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • Hong Kong
EQUITY COMMITMENT LETTER July 30, 2014Letter Agreement • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
This letter agreement sets forth the commitment of Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Harvest 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 the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Le Gaga Holdings Limited (the “Company”), Harvest Parent Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Harvest Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-o
ROLLOVER AND SUPPORT AGREEMENT July 30, 2014Rollover and Support Agreement • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Harvest Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”), (2) Harvest Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
This Interim Investors Agreement (the “Agreement”) is made as of July 30, 2014 by and among Ms. Na Lai Chiu (the “Chairwoman”), Valuetrue Investments Limited, a British Virgin Islands company wholly-owned by the Chairwoman (“Valuetrue Investments”), Mr. Shing Yung Ma (the “Founder”), Grow Grand Limited, a British Virgin Islands company wholly-owned by the Founder (“Grow Grand” and, together with the Chairwoman, Valuetrue Investments and the Founder, the “Founder Parties”), SC China Holdings Limited, a Cayman Islands company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Sequoia”), Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Yiheng” and, together with the Founder Parties and Sequoia, the “Investors”), Harvest Holdings Limited (“Holdco”), Harvest Parent Limited (“Parent”) and Harvest Merger Limited (“Merger Sub”). Capitalized terms used herein but not defined sha
SUPPORT AGREEMENTSupport Agreement • December 18th, 2015 • Sequoia Capital China I Lp • Services-motion picture & video tape distribution • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A or, subject to Section 2.5 hereof, Schedule B attached hereto (each, a “Rollover Securityholder” and collectively, the “Rollover Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
TYNER GROUP LIMITED SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Note and Warrant Purchase Agreement • June 19th, 2015 • Sequoia Capital China I Lp • Services-motion picture & video tape distribution • Hong Kong
This Secured Convertible Note and Warrant Purchase Agreement (the “Agreement”) is entered into on June 15, 2007 by and among Tyner Group Limited, a company limited by shares organized and existing under the laws of the British Virgin Islands (the “Company”), Ms. SHI, Nan Sun and Mr. YU, Dong (each, a “Founder” and collectively the “Founders”), and Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively the “Purchaser”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 18th, 2015 • Sequoia Capital China I Lp • Services-motion picture & video tape distribution • New York
This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”), the Equity Investors (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
