SUPPORT AGREEMENTJoinder Agreement • May 18th, 2022 • Feng Hailiang • Services-educational services • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2022, by and among Hailiang Education International Limited, an exempted company organized and existing under the laws of the Cayman Islands (“Parent”) and certain shareholders of Hailiang Education Group Inc., an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2022 • Feng Hailiang • Services-educational services
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 the other Reporting Person (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 of $0.0001 per share, of Hailiang Education Group Inc., 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.
EQUITY COMMITMENT LETTER Hailiang Group Co., Ltd. Level 27, Hailiang Building No. 1508 Binsheng road Hangzhou, PRCFeng Hailiang • May 18th, 2022 • Services-educational services • New York
Reference is made 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”), by and among Hailiang Education International Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), HE Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Hailiang Education Group Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the m
LIMITED GUARANTEELimited Guarantee • May 18th, 2022 • Feng Hailiang • Services-educational services • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of May 7, 2022, is made by Hailiang Group Co., Ltd. (the “Guarantor”), a private company limited by shares incorporated under the Laws of People’s Republic of China, in favor of Hailiang Education Group Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
