LIMITED GUARANTYLimited Guaranty • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This LIMITED GUARANTY, dated as of April 2, 2014 (this “Limited Guaranty”), by Mr. Qicai Du (the “Guarantor”) in favor of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
SUPPORT AGREEMENTSupport Agreement • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 2, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
GUARANTEEGuarantee • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Guarantee (this “Guarantee”) is entered into on April 2, 2014 by and among Morgan Stanley Private Equity Asia IV Holdings Limited (the “Guarantor”) and the parties listed at Annex A (the “Guaranteed Parties” and each a “Guaranteed Party”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • June 10th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2014 (this “Amendment”), among Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”
LIMITED GUARANTYLimited Guaranty • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This LIMITED GUARANTY, dated as of April 2, 2014 (this “Limited Guaranty”), by THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, and THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (the “Guarantors” and each a “Guarantor”) in favor of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • June 10th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software
This AMENDMENT NO. 1 TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Support Agreement (as defined below).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 14th, 2008 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software
We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Interim Investors Agreement (the “Agreement”) is made as of April 2, 2014 by and among Mr. Dong Xu (“Mr. Xu”), Mr. Benguo Tang (“Mr. Tang”), Mr. Xiaotong Wang (“Mr. Wang”), Ms. Siyuan Du (“Ms. Du”), Mr. Qicai Du (“Mr. Du”, together with Mr. Xu, Mr. Tang, Mr. Wang and Ms. Du, the “Management Members”), Baring Asia II Holdings (22) Limited (“Baring”) and MSPEA Education Holding Limited (“MSPEA”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below).
GUARANTEEGuarantee • April 11th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software • New York
This Guarantee (this “Guarantee”) is entered into on April 2, 2014 by and among (1) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (2) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2, a limited partnership organized and existing under the laws of Guernsey with its registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, (the “Guarantors” and each a “Guarantor”), and (3) the parties listed at Annex A (the “Guaranteed Parties” and each a “Guaranteed Party”).
AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTEREquity Commitment Letter • June 10th, 2014 • Baring Asia Ii Holdings (22) LTD • Services-prepackaged software
This AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of June 9, 2014 by and between Morgan Stanley Private Equity Asia IV Holdings Limited (the “Sponsor”), Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter (as defined below).
