LIMITED GUARANTEELimited Guarantee • June 9th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of June 6, 2014 (this “Limited Guarantee”), by CDH WM Giant Fund, 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 June 6, 2014Giant Interactive Group Inc. • June 9th, 2014 • Services-business services, nec • New York
This letter agreement sets forth the commitment of CDH WM Giant Fund, 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 March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further 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
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 9th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of June 6, 2014 by and among Mr. Yuzhu Shi (“Mr. Shi”) (solely for the purposes of Section 1.5, 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”), CDH Journey Limited, a Cayman Islands company (“CDH SPV”, together with Baring SPV, HONY 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 incorp
ADHERENCE AGREEMENTAdherence Agreement • June 9th, 2014 • Giant Interactive Group Inc. • Services-business services, nec • New York
CDH Journey Limited, a limited liability company 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, Cayman Islands (the “New Sponsor”).
EQUITY COMMITMENT LETTER June 6, 2014Giant Interactive Group Inc. • June 9th, 2014 • Services-business services, nec • New York
This letter agreement sets forth the commitment of Hony Capital 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 March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further 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 an
