SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 26th, 2013 • Shi Yuzhu • 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.
GUARANTEEGuarantee • November 26th, 2013 • Shi Yuzhu • 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 • November 26th, 2013 • Shi Yuzhu • 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 • November 26th, 2013 • Shi Yuzhu • 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.
Joint Filing AgreementJoint Filing Agreement • November 26th, 2013 • Shi Yuzhu • Services-business services, nec
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$0.0000002, of Giant Interactive 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.
