LIMITED GUARANTEELimited Guarantee • December 18th, 2015 • Yu Dong • 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
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 25th, 2014 • Yu Dong • Services-motion picture & video tape distribution • New York
The Founder, the Selling Shareholder and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”
CONSORTIUM AGREEMENTConsortium Agreement • June 17th, 2015 • Yu Dong • 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 de 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 Entitie
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 9th, 2013 • Yu Dong • Services-motion picture & video tape distribution • Hong Kong
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 18th, 2015 • Yu Dong • 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).
dated November 30, 2015 Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNINGYu Dong • December 18th, 2015 • Services-motion picture & video tape distribution
THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY
LOAN AGREEMENTLoan Agreement • July 25th, 2014 • Yu Dong • Services-motion picture & video tape distribution • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made among Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands as borrower (the “Borrower”), Mr. Dong Yu, an individual as guarantor (the “Guarantor”), and Fosun International Holdings Limited, a company incorporated under the laws of the British Virgin Islands as lender (the “Lender”).
SUPPORT AGREEMENTSupport Agreement • December 18th, 2015 • Yu Dong • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2015 • Yu Dong • Services-motion picture & video tape distribution • New York
DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITEDYu Dong • July 25th, 2014 • Services-motion picture & video tape distribution
Accordingly, in consideration of the mutual covenants contained in the Loan Agreement and herein, the Parties hereby agree as follows:
STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014Stock Purchase Agreement • July 25th, 2014 • Yu Dong • Services-motion picture & video tape distribution • New York
STOCK PURCHASE AGREEMENT dated as of July 13, 2014 by and among 21st Century Fox America, Inc., a corporation incorporated under the laws of the State of Delaware, (the “Seller”), Mr. Dong Yu, Chairman and Chief Executive Officer of Bona Film Group Limited, a Cayman Islands exempted company (the “Company”), and Skillgreat Limited, a British Virgin Islands company controlled by Mr. Dong Yu (the “Purchaser”).
Joint Filing AgreementJoint Filing Agreement • October 9th, 2013 • Yu Dong • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • December 18th, 2015 • Yu Dong • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated the 25th day of November 2015 (the “Issuer”) (“Vantage”) (the “Investor”) AND LOAN AGREEMENT CONTENTSLoan Agreement • December 18th, 2015 • Yu Dong • Services-motion picture & video tape distribution • Hong Kong
Joint Filing AgreementJoint Filing Agreement • June 17th, 2015 • Yu Dong • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
