LIMITED GUARANTEELimited Guarantee • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of March 17, 2014 (this “Limited Guarantee”), by The Baring Asia Private Equity Fund V, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER March 17, 2014Equity Commitment Letter • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This letter agreement sets forth the commitment of The Baring Asia Private Equity Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). 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”), among Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, a direct 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 direct wholly-ow
AGREEMENT AND PLAN OF MERGER among GIANT INVESTMENT LIMITED GIANT MERGER LIMITED and GIANT INTERACTIVE GROUP INC. Dated as of March 17, 2014Merger Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2014 (this “Agreement”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger 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 Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This Interim Investors Agreement (this “Agreement”) is made as of March 17, 2014 by and among Mr. Yuzhu Shi (“Mr. Shi”) (solely for the purposes of Section 1.5(a), Section 1.5(b), Section 1.7 Section 2.1 and Section 3), Vogel Holding Group Limited, a British Virgin Islands company (“Vogel”) (solely for the purposes of Section 1.7, Section 2.1 and Section 3), Union Sky Holding Group Limited, a British Virgin Islands company (“Union Sky”), Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (“Baring SPV”), Rich Noble Enterprises Limited, a British Virgin Islands company (“HONY SPV”) (together with Baring SPV and any Additional Sponsor (as defined below), each an “Equity Sponsor” and together, the “Equity Sponsors”, and the Equity Sponsors together with Union Sky, each an “Investor” and together, the “Investors”), Giant Group Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Giant Invest
SUPPORT AGREEMENTSupport Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 17, 2014 by and among (1) Giant Group Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) Giant Investment Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and (3) the shareholders of Giant Interactive Group Inc., a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
GUARANTEEGuarantee • March 18th, 2014 • 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 • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
HONY CAPITAL FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands,with its registered address at P.O.Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands (the “Guarantor”); and
