LIMITED GUARANTEELimited Guarantee • July 3rd, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of July 1, 2014 (this “Limited Guarantee”), by Hony Capital Fund V, 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, 2014Baring Asia Private Equity Fund v Co-Investment L.P. • 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
AGREEMENT AND PLAN OF MERGER among GIANT INVESTMENT LIMITED GIANT MERGER LIMITED and GIANT INTERACTIVE GROUP INC. Dated as of March 17, 2014Agreement and Plan of Merger • March 18th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2014 (this “Agreement”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger 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 Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of November 25, 2013 (this “Agreement”), by and among Yuzhu SHI (the “Founder”), Vogel Holding Group Limited, a British Virgin Islands company owned by the Founder (the “Seller”), and Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (the “Purchaser”, together with the Seller and Founder, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
SECOND AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 3rd, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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
AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • May 13th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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”).
AMBOW EDUCATION HOLDING LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2011 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 26, 2011, by and among Ambow Education Holding Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), Campus Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Investor”), Dr. Jin Huang (the “Co-Investor Shareholder”), and Spin- Rich Ltd., a company incorporated under the laws of the British Virgin Islands, wholly-owned by Dr. Jin Huang (the “Co-Investor”, and together with the Co-Investor Shareholder, the “Co-Investor Group”).
GUARANTEEGuarantee • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
THE BARING ASIA PRIVATE EQUITY FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands with its registered address at Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Guarantor”); and
GUARANTEEGuarantee • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
THE BARING ASIA PRIVATE EQUITY FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands with its registered address at Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Guarantor”); and
CONSORTIUM AGREEMENTConsortium Agreement • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
THIS CONSORTIUM AGREEMENT is made as of November 25, 2013 (this “Agreement”), by and among Mr. Yuzhu Shi (the “Major Shareholder”), Union Sky Holding Group Limited and Vogel Holding Group Limited, each a British Virgin Island company controlled by the Major Shareholder (the “Major Shareholder HoldCos”, and together with the Major Shareholder, the “Major Shareholder Parties”), and Baring Private Equity Asia V Holding (12) Limited, a British Virgin Island company (the “Initial Sponsor”, together with all Additional Sponsors, the “Sponsors”). Each of the Major Shareholder Parties and the Sponsors is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
POST-CLOSING EQUITY COMMITMENT AGREEMENTClosing Equity Commitment Agreement • July 3rd, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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
AMENDMENT AND RESTATEMENT AGREEMENT TO THE LOAN AGREEMENT DATED 13 May 2014 between AMBOW EDUCATION HOLDING LTD. as Borrower and AMBOW COLLEGE MANAGEMENT LIMITED AMBOW EDUCATION CO. LTD. AMBOW EDUCATION LTD. AMBOW EDUCATION MANAGEMENT (HONG KONG)...Loan Agreement • May 15th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services • New York
LOAN AGREEMENT (this “Agreement”) was originally dated June 12, 2012, amended and restated on October 24, 2012, further amended on April 29, 2013 and is amended and restated on the Effective Date, between (1) AMBOW EDUCATION HOLDING LTD., a company organized and existing under the laws of the Cayman Islands (the “Borrower”) and (2) AMBOW COLLEGE MANAGEMENT LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1269010, (3) AMBOW EDUCATION CO. LTD., a company organized and existing under the laws of the Cayman Islands, (4) AMBOW EDUCATION LTD., a company organized and existing under the laws of the Cayman Islands, (5) AMBOW EDUCATION MANAGEMENT (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1389402, (6) AMBOW EDUCATION (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1195960, (7) AMBOW EDUCATION MANAGEMENT LTD., a company organized and existing under the laws of the
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 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec
PARTICIPATION AGREEMENTParticipation Agreement • November 15th, 2011 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services • Hong Kong
This Participation Agreement, dated as of October 26, 2011 (this “Agreement”), is entered into by and among Campus Holdings Limited, a British Virgin Islands company (the “Investor”), Dr. Jin Huang (the “Co-Investor Shareholder”), Spin-Rich Ltd., a British Virgin Islands company, wholly-owned by Dr. Jin Huang (the “Co-Investor” and together with the Co-Investor Shareholder, the “Co-Investor Group”), and for purposes of Sections 10 and 12 only, The Baring Asia Private Equity Fund V, L.P. (the “Parent”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 15th, 2011 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 15th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services
This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date (the “Assignment Date”) and is entered into by and between, among others, the Original Lender and Baring Private Equity Asia V Holding (4) Limited (the “Assignee”). The Standard Terms and Conditions for Assignment Agreement set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.
AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • May 13th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec
AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2014 (this “Amendment”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger 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 Giant Interactive Group Inc., 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 • March 19th, 2012 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
CHINA EDUCATION INVESTMENT HOLDING LIMITED Trinity Chambers, P.O. Box 4301 Road Town, Tortola British Virgin IslandsBaring Asia Private Equity Fund v Co-Investment L.P. • May 15th, 2014 • Services-educational services
We, China Education Investment Holding Limited (“we” or “CEIHL”), refer to the Restructuring Agreement dated May 5, 2014 (the “Restructuring Agreement”) among Ambow Education Holding Ltd. (in provisional liquidation), CEIHL and Edward Middleton, Wing Sze Tiffany Wong and Kris Brighton, each of KPMG (the “JPLs”). Reference is also made to the Undertaking given on May 5, 2014 (the “Undertaking”) by the JPLs and CEIHL in favor of Campus Holdings Limited, a Baring affiliate. Capitalized terms used and not otherwise defined herein have the same meaning as in the Restructuring Agreement.
