LIMITED GUARANTEELimited Guarantee • March 18th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of March 17, 2014 (this “Limited Guarantee”), by Union Sky Holding Group Limited (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER March 17, 2014Baring Asia Private Equity Fund v Co-Investment L.P. • March 18th, 2014 • Services-business services, nec • New York
This letter agreement sets forth the commitment of Hony Capital Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). 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”), among Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of
AGREEMENT AND PLAN OF MERGER among GIANT INVESTMENT LIMITED GIANT MERGER LIMITED and GIANT INTERACTIVE GROUP INC. Dated as of March 17, 2014Agreement and Plan of Merger • March 18th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2014 (this “Agreement”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger 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 Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
