SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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 • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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 • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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 • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • 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.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • December 3rd, 2013 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
