AGREEMENT AND PLAN OF MERGER betweenAgreement 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, 2021Merger 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
LIMITED GUARANTEELimited Guarantee • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York
LIMITED GUARANTEE, dated as of June 21, 2021 (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”). 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 AGREEMENTSupport 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 AGREEMENTInterim 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 AGREEMENTSupport 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).
EQUITY COMMITMENT LETTER June 21, 2021Merger 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
