DEPOSIT AGREEMENT by and among BONA FILM GROUP LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated...Deposit Agreement • December 7th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
DEPOSIT AGREEMENT, dated as of [·], 2010, by and among (i) Bona Film Group Limited, a company incorporated in the Cayman Islands, with its principal executive office at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Bona Film Group Limited (a Cayman Islands exempted limited liability company) 11,740,000 American Depositary Shares Each Two American Depositary Shares Representing One Ordinary Share (Par Value US$0.0005 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 29th, 2013 • Bona Film Group LTD • Services-motion picture & video tape distribution • California
THIS BUSINESS LOAN AGREEMENT dated November 20, 2012, is made and executed between BONA ENTERTAINMENT COMPANY LIMITED (“Borrower”) and East West Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
DEPOSIT AGREEMENT by and among BONA FILM GROUP LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated...Deposit Agreement • December 3rd, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
DEPOSIT AGREEMENT, dated as of [·], 2010, by and among (i) Bona Film Group Limited, a company incorporated in the Cayman Islands, with its principal executive office at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
LIMITED GUARANTEELimited Guarantee • December 22nd, 2015 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Uranus Connection Limited, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group 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 Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorpora
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [ ] by and between Bona Film Group, Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Bona Film Group Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • April 29th, 2013 • Bona Film Group LTD • Services-motion picture & video tape distribution • California
THIS COMMERCIAL SECURITY AGREEMENT dated November 20, 2012, is made and executed between BONA ENTERTAINMENT COMPANY LIMITED (“Grantor”) and East West Bank (“Lender”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MOUNTAIN TIGER INTERNATIONAL LIMITED MOUNTAIN TIGER LIMITED and BONA FILM GROUP LIMITED Dated as of December 15, 2015Agreement and Plan of Merger • December 15th, 2015 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this “Agreement”), dated as of December 15, by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”
CONSORTIUM AGREEMENTConsortium Agreement • December 22nd, 2015 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates Orrick Investments Limited (a British Virgin Islands company), Peak Reinsurance Company Limited (a Hong Kong company) and Fidelidade — Companhia de Seguros, S.A. (a Portugal company) (collectively, “Fosun Entities”), and Sequoia Capital China I, L.P. (an exempted limited partnership registered in the Cayman Islands), Sequoia Capital China Partners Fund I, L.P. (an exempted limited partnership registered in the Cayman Islands) and Sequoia Capital China Principals Fund I, L.P. (an exempted limited partnership registered in the Cayman Islands) (collectively, “Sequoia Entities”, together with Fosun Entities, the “Investor Entities”). Each of the Investor Entit
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution • Hong Kong
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 22nd, 2015 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger 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).
BONA FILM GROUP LIMITED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
Tanner, Jeffrey Chan, Onachieve, Media, PreIPO Limited, Vasto, Jiang Fengyun, Law Hiu Man, the “Ordinary Shareholders” and each an “Ordinary Shareholder”);
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • December 22nd, 2015 • Bona Film Group LTD • Services-motion picture & video tape distribution • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A or, subject to Section 2.5 hereof, Schedule B attached hereto (each, a “Rollover Securityholder” and collectively, the “Rollover Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Form of Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • April 21st, 2014 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Amended and Restated Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [ ] in Hong Kong:
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution • Hong Kong
BONA INTERNATIONAL FILM GROUP LIMITED SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENTPreferred Share Subscription Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • Hong Kong
under the Company Law of the People’s Republic of China that are engaged in the business of film distribution, related advertising services and performing artiste management, film and television production, and related investment in the PRC (the “Business”), as more particularly described in the business plan of the Group (defined below) attached as EXHIBIT A (the “Business Plan”).
Schedule of Material DifferencesBona Film Group LTD • April 30th, 2012 • Services-motion picture & video tape distribution
The only material difference between the General Credit Facility Grant Contract, dated as of September 15, 2010, between Bank of Beijing, Chaowai Branch and Bona Film Group Co., Ltd (PRC) and the General Credit Facility Grant Contract, dated as of October 19, 2011, between Bank of Beijing, Chaowai Branch and Bona Film Group Co., Ltd (PRC) is the date of the respective contract.
TYNER GROUP LIMITED SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution • Hong Kong
General Credit Facility Grant Contract (for single client general credit facility grant) BetweenEnforcement Notarization Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution
This contract is made for mutual observance at the domicile of Bank of Beijing on the date written on the coverage page hereof by and between the Facility Grantee and Bank of Beijing (the “Parties”) by consultation and agreement on an equal and voluntary basis pursuant to the Contract Law of the People’s Republic of China and other laws and regulations and the terms and conditions set out herein as well as the Basic Terms of the General Credit Facility Grant Contract.
Loan AgreementLoan Agreement • April 29th, 2013 • Bona Film Group LTD • Services-motion picture & video tape distribution
Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
FIXED ASSETS LOAN CONTRACT (VERSION 2009) INDUSTRIAL AND COMMERCIAL BANK OF CHINAFixed Assets Loan Contract • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution
NOTA BENE: This Contract is lawfully made by and between the parties on an equal, voluntary basis. All contractual provisions are a genuine expression of the intent of the parties. In order to protect the legitimate rights and interests of the borrower, the lender hereby respectfully requests the borrower to pay full attention to all clauses governing the rights and obligations of the parties and in particular those highlighted in bold.
Joint Filing AgreementJoint Filing Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
COMMERCIAL GUARANTYBona Film Group LTD • April 29th, 2013 • Services-motion picture & video tape distribution • California
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s liability is unlimited and
COOPERATION FRAMEWORK AGREEMENT By Wuhu Bona Jinyu Film Investment Center, L.P. Wuhu Bona Film Investment Management Co., Ltd. Bona Film Group Co., Ltd. (PRC) Tianjin Bona Film Culture Media Co., Ltd. Zhejiang Bona Film and Television Production Co.,...Cooperation Framework Agreement • April 21st, 2014 • Bona Film Group LTD • Services-motion picture & video tape distribution
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exclusive Technology and Consulting Service AgreementTechnology and Consulting Service Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Exclusive Technology and Consulting Service Agreement (this “Agreement”) is made and entered into by and between the following Parties on [ ] in Hong Kong:
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 25th, 2012 • Bona Film Group LTD • Services-motion picture & video tape distribution • Hong Kong
Amended and Restated Voting Trust and Equity Purchase AgreementEquity Purchase Agreement • April 21st, 2014 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Amended and Restated Equity Trust and Equity Purchase Agreement (this “Agreement”) is executed by and among the Parties below as of [ ], in Hong Kong.
Amended and Restated Exclusive Technology and Consulting Service AgreementService Agreement • April 21st, 2014 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Amended and Restated Exclusive Technology and Consulting Service Agreement (this “Agreement”) is made and entered into by and between the following Parties on [ ] in [ ]:
CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENTRights Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution
In purpose of clarifying the intellectual property rights, trade secrets and non-competition issues, the Parties have agreed upon the following terms which shall bind the Parties.
Wuhu Bona Jinyu Film Investment Center, L.P. Limited Partnership AgreementLimited Partnership Agreement • April 21st, 2014 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Limited Partnership Agreement (the “Agreement”) is made by and among Wuhu Bona Film Investment Management Co., Ltd. (the “General Partner”) and the limited Partners set forth in Schedule A attached hereto (the “Limited Partners”) on [ ].
Management Service AgreementManagement Service Agreement • November 17th, 2010 • Bona Film Group LTD • Services-motion picture & video tape distribution
This Management Service Agreement (the “Agreement”) has been executed by and among the following parties on September 1, 2010 in Beijing, the People’s Republic of China (the “PRC”).
