LIMITED GUARANTEELimited Guarantee • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
LIMITED GUARANTEE, dated as of July 30, 2014 (this “Limited Guarantee”), by Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (the “Guarantor”), in favor of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
AGREEMENT AND PLAN OF MERGER among HARVEST PARENT LIMITED, HARVEST MERGER LIMITED and LE GAGA HOLDINGS LIMITED Dated as of July 30, 2014Merger Agreement • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 30, 2014 (this “Agreement”), among Harvest Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Harvest Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
LIMITED GUARANTEE, dated as of July 30, 2014 (this “Limited Guarantee”), by Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., Sequoia Capital China Growth Fund I, L.P., Sequoia Capital China Growth Partners Fund I, L.P. and Sequoia Capital China GF Principals Fund I, L.P. (collectively, the “Guarantors” and, each, a “Guarantor”) in favor of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
Dated 30 July 2014 Facility Agreement relating to a US$30,000,000 Term Loan Facility between Harvest Holdings Limited as an Original Obligor Harvest Parent Limited as Original Guarantor Harvest Merger Limited as Borrower and China Minsheng Banking...Facility Agreement • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • Hong Kong
EQUITY COMMITMENT LETTER July 30, 2014Equity Commitment Letter • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
This letter agreement sets forth the commitment of Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Harvest 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 Le Gaga Holdings Limited (the “Company”), Harvest Parent Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Harvest 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-o
ROLLOVER AND SUPPORT AGREEMENT July 30, 2014Rollover and Support Agreement • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Harvest Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”), (2) Harvest Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Le Gaga Holdings Limited, 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).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops • New York
This Interim Investors Agreement (the “Agreement”) is made as of July 30, 2014 by and among Ms. Na Lai Chiu (the “Chairwoman”), Valuetrue Investments Limited, a British Virgin Islands company wholly-owned by the Chairwoman (“Valuetrue Investments”), Mr. Shing Yung Ma (the “Founder”), Grow Grand Limited, a British Virgin Islands company wholly-owned by the Founder (“Grow Grand” and, together with the Chairwoman, Valuetrue Investments and the Founder, the “Founder Parties”), SC China Holdings Limited, a Cayman Islands company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Sequoia”), Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Yiheng” and, together with the Founder Parties and Sequoia, the “Investors”), Harvest Holdings Limited (“Holdco”), Harvest Parent Limited (“Parent”) and Harvest Merger Limited (“Merger Sub”). Capitalized terms used herein but not defined sha
JOINT FILING AGREEMENTJoint Filing Agreement • July 30th, 2014 • Chiu Na Lai • Agricultural production-crops
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
