AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2014 (this “Amendment”), among Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Rainbow Education Merger Sub Holding 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 Noah Education Holdings Ltd., 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 • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTEREquity Commitment Letter • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
This AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of June 9, 2014 by and between Morgan Stanley Private Equity Asia IV Holdings Limited (the “Sponsor”), Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter (as defined below).
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • June 9th, 2014 • Jointly Gold Technologies Ltd. • Services-prepackaged software
This AMENDMENT NO. 1 TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Support Agreement (as defined below).
