LIMITED GUARANTEELimited Guarantee • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software • New York
This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by LT Prosperity (Tianjin) Asset Management Co., Ltd. , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Mer
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software • New York
This Interim Investors Agreement (this “Agreement”) is made as of December 31, 2015 by and among Dream Technology Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Holdco (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”), the Equity Investors (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 31, 2015 by and among Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), Dream Technology Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), and certain shareholders of iDreamSky Technology Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Supporting Securityholder” and collectively, the “Supporting Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
To: Dream Merger Sub Limited (the “Borrower”) c/o 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 People’s Republic of China Attention: Michael Xiangyu ChenPrivate and Confidential • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software • New York
This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”; together with this letter and appendices attached hereto, this “Commitment Letter”). Each capitalised term defined in the Term Sheet, unless otherwise defined in this Commitment Letter or the other Underwriting Documents (as defined below), has the same meaning when used in this Commitment Letter. For purposes of the Underwriting Documents:
Joint Filing AgreementJoint Filing Agreement • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
