Yan Rick Sample Contracts

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AGREEMENT AND PLAN OF MERGER between
Agreement and Plan of Merger • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

AGREEMENT AND PLAN OF MERGER, dated as of June 21, 2021 (this “Agreement”), between Garnet Faith Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Merger Sub”), and 51job, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.

EQUITY COMMITMENT LETTER June 21, 2021
Merger Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

This letter agreement is being delivered by and sets forth the commitment of 51 Elevate Limited (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). 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”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, RY Holdings Inc., RY Elevate Inc., DCP Capital Partners II, L.P. and Ocean Link Partners II, L.P. (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreemen

AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 2022
Yan Rick • March 2nd, 2022 • Services-employment agencies • New York

This Amended and Restated Equity Commitment Letter (this “letter agreement”), which amends and restates in its entirety that certain Equity Commitment Letter (the “Initial Equity Commitment Letter”), dated as of June 21, 2021, from 51 Elevate Limited (the “Sponsor”), is being delivered by and sets forth the commitment of the Sponsor, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date of this letter agreement, the “Merger Agreement”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will

AMENDED AND RESTATED LIMITED GUARANTEE
Limited Guarantee • March 2nd, 2022 • Yan Rick • Services-employment agencies • New York

This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by RY Holdings Inc. and RY Elevate Inc. (each a “Guarantor”, collectively, the “Guarantors”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”), amends and restates in its entirety that certain Limited Guarantee dated as of June 21, 2021, by the Guarantor in favor of the Guaranteed Party (the “Initial Limited Guarantee”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.

SUPPORT AGREEMENT
Support Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

INTERIM INVESTORS AGREEMENT
Interim Investors Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

WHEREAS, the Founder, DCP Services Limited (an affiliate of DCP), and Ocean Link Partners Limited (an affiliate of Ocean Link) entered into that certain consortium letter dated May 4, 2021 (the “Consortium Letter”), pursuant to which the parties thereto proposed to undertake an acquisition transaction with respect to 51job, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), and the parties thereto have agreed to terminate the Consortium Letter as of the date hereof;

SUPPORT AGREEMENT
Support Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 2nd, 2022 • Yan Rick • Services-employment agencies

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 1, 2022 by and between Garnet Faith Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Merger Sub”), and 51job, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”).

AMENDMENT NO. 1 TO SUPPORT AGREEMENT
Support Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies

WHEREAS, Section 7.5 of the Agreement provides that, at any time prior to the Expiration Time, any provision of the Agreement may be amended if, and only if, such amendment is in writing and signed by each of the Continuing Shareholder, Merger Sub and the Purchasing Shareholders, provided that none of Section 7.5 and the other provisions of the Agreement with respect to which the Company is made a third-party beneficiary shall be amended without the Company’s prior written consent;

CONSORTIUM LETTER
Consortium Letter • May 4th, 2021 • Yan Rick • Services-employment agencies • Hong Kong

This CONSORTIUM LETTER, dated as of May 4, 2021 (this “Letter”), is made by and among Mr. Rick Yan (the “Founder”), DCP Services Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “DCP”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”) (the Founder, DCP and Ocean Link, collectively, the “Initial Consortium Members”, and DCP and Ocean Link, collectively, the “Sponsors”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 7.1 hereof.

AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 2022
Yan Rick • March 2nd, 2022 • Services-employment agencies • New York

This Amended and Restated Equity Commitment Letter (this “letter agreement”) , which amends and restates in its entirety that certain Equity Commitment Letter (the “Initial Equity Commitment Letter”), dated as of June 21, 2021, from RY Holdings Inc. and RY Elevate Inc. (each a “Sponsor”, collectively, the “Sponsors”), is being delivered by and sets forth the commitment of the Sponsors, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date of this letter agreement, the “Merger Agreement”), between 51job,

EQUITY COMMITMENT LETTER June 21, 2021
Merger Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York

This letter agreement is being delivered by and sets forth the commitment of RY Holdings Inc. and RY Elevate Inc. (each a “Sponsor”, collectively, the “Sponsors”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). 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”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, 51 Elevate Limited, DCP Capital Partners II, L.P. and Ocean Link Partners II, L.P. (each, an “Other Sponsor”) are entering into letter agreements substantial

AMENDMENT AGREEMENT
Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies • Hong Kong
AMENDMENT NO. 1 TO INTERIM INVESTORS AGREEMENT
Interim Investors Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies

WHEREAS, Section 3.2 of the Agreement provides that the Agreement may be amended by an instrument in writing signed by each Investor.

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