WRITTEN CONSENT AND WAIVER (DEED OF UNDERTAKING AND NEGATIVE PLEDGE AGREEMENT)Deed of Undertaking and Negative Pledge Agreement • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Convertible Bondholder”), Mr. Cheng Chung Hing, a natural person (in his capacity as the sole equityholder of the Convertible Bondholder, the “Sole Shareholder”), and Mr. Cheng Chung Hing (in his capacity as the holder of PAG Bonds, the “Investor”), as holder of the PAG Bonds and assignee of PA Universal Opportunity VII Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Former Investor”). Each of the Convertible Bondholder, the Sole Shareholder, and the Investor shall be referred to herein individually as a “Party” and collectively as the “Parties.”
WRITTEN CONSENT AND WAIVER (WARRANTS)Written Consent and Waiver • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Warrantholder”), and by China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Issuer”). Each of the Warrantholder and the Issuer shall be referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Virgin Islands
NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:
WRITTEN CONSENT AND WAIVER (10% CONVERTIBLE BONDS DUE 2016)Written Consent and Waiver • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Cheng Chung Hing, a natural person (the “Bondholder”), and by China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Issuer”). Each of the Bondholder and the Issuer shall be referred to herein individually as a “Party” and collectively as the “Parties.”
