EQUITY COMMITMENT LETTER Bain Capital Asia Fund, L.P. Bain Capital Fund X, L.P. Boston, MA 02199 May 20, 2011Equity Commitment Letter • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Delaware
This letter agreement sets forth the commitments of Bain Capital Asia Fund, L.P. and Bain Capital Fund X, L.P. (together, "Sponsors"), subject to the terms and conditions contained herein, to purchase certain equity interests of Amber Parent Limited, a newly formed Cayman exempted limited company ("Parent"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among China Fire & Security Group, Inc., a Florida corporation (the "Company"), Parent and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
ContractLimited Guarantee • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Delaware
