EQUITY COMMITMENT LETTER April 6, 2017Equity Commitment Letter • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
This letter agreement sets forth the commitments of FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China Growth Capital-A Fund II, L.P. (each, a “Sponsor” and collectively, the “Sponsors”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests or other securities contemplated herein of Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Company”). It is contemplated that, pursuant 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 Zhaopin Limited (the “Company”), Merger Company and SEEK International Investments Pty Ltd. (“Parent”), Merger Company will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently wi
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
The Hillhouse Equity Sponsor and the FountainVest Equity Sponsors are hereinafter collectively referred to as the “Equity Sponsors” and are party to this Agreement solely for purposes of Section 1.2 and Article III hereof.
LIMITED GUARANTEELimited Guarantee • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
LIMITED GUARANTEE, dated as of April 6, 2017 (this “Limited Guarantee”), by FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China Growth Capital-A Fund II, L.P. (each, a “Guarantor” and collectively, the “Guarantors”) in favor of Zhaopin Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
LIMITED GUARANTEE, dated as of April 6, 2017 (this “Limited Guarantee”), by Hillhouse Capital Fund III, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), in favor of Zhaopin Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 21st, 2017 • Zhaopin LTD • Services-help supply services • Hong Kong
SHARE PURCHASE AGREEMENT, dated as of June 21, 2017 (this “Agreement”), by and among Ridgegate Proprietary Limited, a proprietary company limited by shares existing under the laws of the Commonwealth of Australia, in its capacity as trustee of the CPH Zhaopin Holdings Unit Trust (the “Seller”), and Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”, together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in that certain Agreement and Plan of Merger, dated as of April 6, 2017, among SEEK International Investments Pty Ltd., the Purchaser and the Company (as defined below) (the “Merger Agreement”).
EQUITY COMMITMENT LETTER April 6, 2017Equity Commitment Letter • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
This letter agreement sets forth the commitment of Hillhouse Capital Fund III, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests or other securities contemplated herein of Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Company”). It is contemplated that, pursuant 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 Zhaopin Limited (the “Company”), Merger Company and SEEK International Investments Pty Ltd. (“Parent”), Merger Company will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, each of FountainVest China Growth Capital-A Fund II, L.P., F
