CONSORTIUM AGREEMENTConsortium Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • Hong Kong
CONSORTIUM AGREEMENT, dated September 30, 2013 (this “Agreement”), among Mr. He Dang (the “Founder”), Merry Circle Trading Limited, a British Virgin Islands company owned by the Founder, Honour Idea Limited, a British Virgin Islands company controlled by the Founder (the foregoing two parties, the “Founder Shareholders” and, collectively with the Founder, the “Founder Parties”), and CMC Capital Partners HK Limited, a Hong Kong company, as advisor to funds managed and/or advised by it (“Sponsor”). Each of Sponsor and the Founder Parties is referred to herein as a “Consortium Member” and, collectively, the “Consortium.” Unless otherwise defined herein, capitalized terms are defined in Section 10.1 hereof.
ROLLOVER AND SUPPORT AGREEMENT May 19, 2014Rollover and Support Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Engadin Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) Engadin Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (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).
EQUITY COMMITMENT LETTER May 19, 2014Charm Communications Inc. • June 23rd, 2014 • Services-advertising agencies • New York
This letter agreement sets forth the commitment of CMC Capital Partners, 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 Engadin 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 Charm Communications Inc. (the “Company”), Engadin Parent Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Engadin 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-owned Subsidiary of Parent
DATED May 19, 2014 ENGADIN MERGER LIMITED as Borrower - and- BANK OF CHINA LIMITED, LONDON BRANCH as Lender US$60,000,000 LOAN FACILITY AGREEMENTEngadin Merger • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies
LIMITED GUARANTEEStrictly Confidential • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York
LIMITED GUARANTEE, dated as of May 19, 2014 (this “Limited Guarantee”), by CMC Capital Partners, L.P. (the “Guarantor”) in favor of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York
LIMITED GUARANTEE, dated as of May 19, 2014 (this “Limited Guarantee”), by Merry Circle Trading Limited (“Merry Circle”) and Honour Idea Limited (“Honour Idea”, and each of Merry Circle and Honour Idea, a “Guarantor” and collectively, the “Guarantors” ) and Mr. He Dang (solely for the purposes of Section 5(c) and Section 6(b) hereof) (“Beneficial Owner”) in favor of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
