LIMITED GUARANTYLimited Guaranty • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This LIMITED GUARANTY, dated as of April 2, 2014 (this “Limited Guaranty”), by Mr. Qicai Du (the “Guarantor”) in favor of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
SUPPORT AGREEMENTSupport Agreement • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 2, 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 Merger Agreement (as defined below).
GUARANTEEGuarantee • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Guarantee (this “Guarantee”) is entered into on April 2, 2014 by and among Morgan Stanley Private Equity Asia IV Holdings Limited (the “Guarantor”) and the parties listed at Annex A (the “Guaranteed Parties” and each a “Guaranteed Party”).
LIMITED GUARANTYLimited Guaranty • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This LIMITED GUARANTY, dated as of April 2, 2014 (this “Limited Guaranty”), by THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, and THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (the “Guarantors” and each a “Guarantor”) in favor of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • April 11th, 2014 • Baring Asia Ii Holdings (22) 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.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Interim Investors Agreement (the “Agreement”) is made as of April 2, 2014 by and among Mr. Dong Xu (“Mr. Xu”), Mr. Benguo Tang (“Mr. Tang”), Mr. Xiaotong Wang (“Mr. Wang”), Ms. Siyuan Du (“Ms. Du”), Mr. Qicai Du (“Mr. Du”, together with Mr. Xu, Mr. Tang, Mr. Wang and Ms. Du, the “Management Members”), Baring Asia II Holdings (22) Limited (“Baring”) and MSPEA Education Holding Limited (“MSPEA”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below).
GUARANTEEGuarantee • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Guarantee (this “Guarantee”) is entered into on April 2, 2014 by and among (1) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (2) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (the “Guarantors” and each a “Guarantor”), and (3) the parties listed at Annex A (the “Guaranteed Parties” and each a “Guaranteed Party”).
