INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
This Indemnification Agreement (this “Agreement”) is entered into as of [•], 2010 by and between Le Gaga Holdings Limited, Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
DEPOSIT AGREEMENT by and among LE GAGA HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2010Deposit Agreement • October 22nd, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2010, by and among (i) LE GAGA HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AGREEMENT AND PLAN OF MERGER among HARVEST PARENT LIMITED, HARVEST MERGER LIMITED and LE GAGA HOLDINGS LIMITED Dated as of July 30, 2014Agreement and Plan of Merger • July 30th, 2014 • Le Gaga Holdings LTD • Agricultural production-crops • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 30, 2014 (this “Agreement”), among Harvest Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Harvest Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
CONSORTIUM AGREEMENTConsortium Agreement • May 28th, 2013 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
CONSORTIUM AGREEMENT, dated May 21, 2013 (this “Agreement”), among Ms. Na Lai Chiu (the “Chairwoman”), Valuetrue Investments Limited, a British Virgin Islands company wholly-owned by the Chairwoman (“Valuetrue Investments”), Mr. Shing Yung Ma (the “Founder”), Grow Grand Limited, a British Virgin Islands company wholly-owned by the Founder (“Grow Grand” and, together with the Chairwoman, Valuetrue Investments and the Founder, the “Founder Parties”) and SC China Holdings Limited, a Cayman Islands company, on behalf of funds managed and/or advised by it and its and their Affiliates (“Sequoia”). Each of Sequoia and the Founder Parties is referred to herein as a “Consortium Member” and, collectively, the “Consortium.” Unless otherwise defined herein, capitalized terms are defined in Section 10.1 hereof.
LE GAGA HOLDINGS LIMITED (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares Representing 543,579,950 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • New York
The undersigned, a shareholder, officer or director of La Gaga Holdings Limited, a Cayman Islands company (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and UBS AG (“UBS”, and together with Merrill Lynch, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the other parties named herein providing for the initial public offering (the “Initial Public Offering”) of American depositary shares (the “Securities”), representing ordinary shares of the Company, par value US$0.01 per share (the “Ordinary Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder, officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, d
Dated March 21, 2008 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENTShareholders’ Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
M, Land V. Limited (Zhangjiakou) is a wholly foreign owned enterprise established on October 18, 2006 under the laws of the PRC with its registered address at Miaopu Street, Guyuan County, Zhangjiakou, Hebei, PRC;
FORM OF LAND LEASE AGREEMENTLand Lease Agreement • July 20th, 2012 • Le Gaga Holdings LTD • Agricultural production-crops
In order to promote the industrialization of agricultural production in villages, increase the economic income of farmers, and develop and cultivate high-quality vegetable products, Party A and Party B have, based on the principles of good faith and mutual benefits and after mutual consultation, unanimously agreed that Party B will lease a farmland from Party A, and both parties have reached the following agreement in accordance with the relevant requirements of the Land Management Law of the People’s Republic of China and the Contract Law of the People’s Republic of China for mutual observance.
ACCESSION AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITEDAccession Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
LAND SUB-LEASE CONTRACTLe Gaga Holdings LTD • October 8th, 2010 • Agricultural production-crops
Based on the principles of equality and mutual benefits, Party A and Party B have, after friendly consultation, reached the following agreement in respect of the sub-leasing of the lands leased by Party A at Shenshan Village, Longyi Village, Long’er Village and Shijia Village in Jingdu Town, and Wangshang Village in Longtian Town, Chaonan District, Shantou to Party B:
SHARE TRANSFER AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITEDShare Transfer Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
SHARE PURCHASE AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITED (the “Company”)Share Purchase Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
Joint Filing AgreementJoint Filing Agreement • February 13th, 2012 • Le Gaga Holdings LTD • Agricultural production-crops
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 $0.01 per share, of Le Gaga Holdings Limited, a Cayman Islands exempted 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.
AMENDMENT AGREEMENT TO THE MAIN CONTRACTMain Contract • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13DExhibit 1 • May 28th, 2013 • Le Gaga Holdings LTD • Agricultural production-crops
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2010 by and between Le Gaga Holdings Limited, 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”).
LAND LEASE CONTRACTLand Lease Contract • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops
In accordance with the relevant laws, regulations and policies of the People’s Republic of China currently in force, Party A agrees to lease out an arable land and ancillary facilities to Party B for its operation. Party A undertakes that Party B shall, during the term of the lease, be entitled to the land use right of the leased land or obtain the leasing right of the leased land according to law. Party B undertakes that it agrees to lease the land mentioned above from Party A and guarantees its lawful operation.
Dated December 22, 2009 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENTSeries B1 Preferred Share Subscription Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
THIS SERIES B1 PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of December 22, 2009, by and among:
Dated July 16, 2010 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
FORM OF LAND LEASE CONTRACTLe Gaga Holdings LTD • July 20th, 2012 • Agricultural production-crops
In accordance with the requirements of the relevant laws, regulations and policies of the People’s Republic of China, Party A agrees to lease out a land of [ ] in the village to Party B for its development of an vegetable and fruit base. To enable the interests of both parties to be properly protected, this Contract is hereby concluded after a unanimous agreement has been made by Party A and Party B through mutual consultation.
LOAN AGREEMENT BETWEEN DEG — DEUTSCHE INVESTITIONS- UND ENTWICKLUNGSGESELLSCHAFT MBH (hereinafter “DEG”) and CHINA LINONG INTERNATIONAL LIMITED (hereinafter the “BORROWER”)Loan Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops
SHARE TRANSFER AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITEDShare Transfer Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • Hong Kong
SERIES A1 PREFERRED SHARE PURCHASE AGREEMENTShareholders Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • California
THIS SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 14, 2007 by and among China Linong International Limited, a BVI business company organized under the BVI Business Companies Act, 2004 (the “Company”), Land V. Group Limited, an international business company organized under the Laws of the British Virgin Islands (the “BVI Subsidiary”), Land V. Limited, a company limited by shares established under the laws of Hong Kong of PRC (“HK Subsidiary A”), Hong Kong Linong Limited, a company limited by shares established under the laws of Hong Kong of PRC (“HK Subsidiary B”, and collectively with HK Subsidiary A, the “HK Subsidiaries”), each of the companies listed on Exhibit A hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the “PRC Subsidiaries” and each, a “PRC Subsidiary”; and collectively with the BVI Subsidiary and the HK Subsidiaries, the “Subsidiaries”), each of the individuals listed o
SHARE PURCHASE AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITED (the “Company”)Share Purchase Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13DAgreement Regarding • May 28th, 2013 • Le Gaga Holdings LTD • Agricultural production-crops
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Technology Development ContractLe Gaga Holdings LTD • October 8th, 2010 • Agricultural production-crops • Beijing
In accordance with the requirements of the Contract Law of the People’s Republic of China, the parties hereto have, after mutual consultation, unanimously agreed to enter into this Contract in respect of the technology development of the project titled Vegetable Logistics Management System for Huidong Base of China Linong.
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • October 8th, 2010 • Le Gaga Holdings LTD • Agricultural production-crops • California
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 12, 2006 by and among China Linong International Limited, a BVI business company organized under the BVI Business Companies Act, 2004 (the “Company”), Land V. Group Limited, an international business company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”), Land V. Limited, a company limited by shares established under the laws of Hong Kong of PRC (the “HK Subsidiary”), each of the companies listed on Exhibit A hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the “PRC Subsidiaries” and each, a “PRC Subsidiary”; and collectively with the BVI Subsidiary and the HK Subsidiary, the “Subsidiaries”), each of the individuals listed on Exhibit B hereto (collectively, the “Founders” and each, a “Founder”), and each of the persons listed on Exhibit C hereto (collectively, the “Investors” and each, an “Investor”).
