LIMITED GUARANTYLimited Guaranty • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
LIMITED GUARANTY, dated as of February 28, 2013 (this “Limited Guaranty”), by Nanyan Zheng (the “Guarantor”) in favor of 7 Days Group Holdings Limited (the “Guaranteed Party”).
LIMITED GUARANTYLimited Guaranty • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
LIMITED GUARANTY, dated as of February 28, 2013 (this “Limited Guaranty”), by Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 A LP, Actis Emerging Markets 3 C LP, Actis China 3 LP, Actis China 3 A LP and Actis China 3 S LP (each, a “Guarantor” and collectively, “Guarantors”) in favor of 7 Days Group Holdings Limited (the “Guaranteed Party”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This Interim Investors Agreement (the "Agreement") is made as of February 28, 2013 by and among Happy Travel Limited, a Mauritius company ("Actis"), Keystone Asia Holdings Limited, a Cayman Islands exempted company ("Carlyle") and SCC Growth 2010-Peak Holdco, Ltd., a Cayman Islands exempted company ("Sequoia" and, together with Actis and Carlyle, the "PE Investors"), Nanyan Zheng, Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian Shi (collectively, including the PE Investors, the "Investors"), Keystone Lodging Holdings Limited, a Cayman Islands exempt company (“Holdco”), Keystone Lodging Company Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Holdco ("Parent") and Keystone Lodging Acquisition Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Parent ("Merger Sub"). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreeme
SUPPORT AGREEMENTSupport Agreement • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 28, 2013 by and among Keystone Lodging Company Limited, a Cayman Islands exempted company (“Parent”), Keystone Lodging Holdings Limited, a Cayman Islands exempted company (“Holdco”) and the shareholders of 7 Days Group Holdings Limited, a Cayman Islands exempted company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). 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 Boquan HeEquity Commitment Letter • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This letter agreement sets forth the commitments of Boquan He (“Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Keystone Lodging Holdings Limited, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among 7 Days Group Holdings Limited (the “Company”), Keystone Lodging Company Limited, a wholly-owned subsidiary of Holdco (“Parent”), Keystone Lodging Acquisition Limited, a wholly-owned subsidiary of Parent (“Merger Sub”) and Holdco, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, the parties set forth on Sched
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels
