0001193125-16-424824.txt : 20160108 0001193125-16-424824.hdr.sgml : 20160108 20160108160557 ACCESSION NUMBER: 0001193125-16-424824 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 206 FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 GROUP MEMBERS: DREAM DATA SERVICES LTD GROUP MEMBERS: MICH LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iDreamSky Technology Ltd CENTRAL INDEX KEY: 0001600527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88636 FILM NUMBER: 161333270 BUSINESS ADDRESS: STREET 1: 16/F, A3 BUILDING, KEXING SCIENCE PARK STREET 2: 15 KEYUAN ROAD NORTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518105 BUSINESS PHONE: 86-755-8653-0539 MAIL ADDRESS: STREET 1: 16/F, A3 BUILDING, KEXING SCIENCE PARK STREET 2: 15 KEYUAN ROAD NORTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chen Xiangyu CENTRAL INDEX KEY: 0001632376 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 16/F, A3 BUILDING, KEXING SCIENCE PARK STREET 2: 15 KEYUAN ROAD NORTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518057 SC 13D 1 d117049dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d–1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d–2(a)

Under the Securities Exchange Act of 1934

 

 

iDreamSky Technology Limited

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

45173K101**

(CUSIP Number)

Michael Xiangyu Chen

c/o iDreamSky Technology Limited

16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

(86) 755 8668 5111

With a copy to:

David T. Zhang

Jesse Sheley

Kirkland & Ellis

26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road, Central

Hong Kong

(852) 3761 3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

** This CUSIP number applies to the American Depositary Shares, each representing four Class A ordinary shares, par value $0.0001 per share.

 

 

 


13D

CUSIP No. 45173K101

 

  1   

Names of reporting persons

 

Michael Xiangyu Chen

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    PF, OO

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    People’s Republic of China

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    28,873,670 Class B ordinary shares

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    28,873,670 Class B ordinary shares

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    28,873,670 Class B ordinary shares

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    15.7%(1)

14  

Type of reporting person

 

    IN

 

(1) As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (other than treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below) in the Merger Agreement (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 31.5% of total outstanding voting power of all Class A and Class B ordinary shares.

 

Page 2 of 11 Pages


13D

CUSIP No. 45173K101

 

  1   

Names of reporting persons

 

MICH Limited

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    PF, OO

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    28,873,670 Class B ordinary shares

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    28,873,670 Class B ordinary shares

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    28,873,670 Class B ordinary shares

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    15.7%(1)

14  

Type of reporting person

 

    CO

 

(1) As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (other than treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below) in the Merger Agreement (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 31.5% of total outstanding voting power of all Class A and Class B ordinary shares.

 

Page 3 of 11 Pages


13D

CUSIP No. 45173K101

 

  1   

Names of reporting persons

 

Dream Data Services Limited

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    PF, OO

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    28,873,670 Class B ordinary shares

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    28,873,670 Class B ordinary shares

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    28,873,670 Class B ordinary shares

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    15.7%(1)

14  

Type of reporting person

 

    CO

 

(1) As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (other than treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below) in the Merger Agreement (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 31.5% of total outstanding voting power of all Class A and Class B ordinary shares.

 

Page 4 of 11 Pages


13D

CUSIP No. 45173K101

 

Preamble

This Statement on Schedule 13D (this “Schedule 13D”) supersedes the Statement on Schedule 13G, filed by Mr. Michael Xiangyu Chen (“Mr. Chen”), MICH Limited and Dream Data Services Limited (“Dream Data”) on February 13, 2015, relating to Class A ordinary shares of iDreamSky Technology Limited, a Cayman Islands company (the “Issuer”). This Schedule 13D is being filed as a result of the events described in Item 4 below.

 

Item 1. Security and Issuer.

The title and class of equity securities to which this Schedule 13D relates are the Class A ordinary shares (“Class A Shares”) (together with Class B ordinary shares, par value US$0.0001 per share (Class B Shares”), the “Ordinary Shares”), par value US$0.0001 per share, of the Issuer. The address of the principal executive offices of the Issuer is 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, the People’s Republic of China.

The rights of the holders of Class A Shares and Class B Shares are identical, except with respect to conversion rights and voting rights. Each Class B Share is convertible at the option of the holder into one Class A Share. Each Class B Shares is entitled to ten votes, whereas each Class A Share is entitled to one vote.

The Issuer’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing four Class A Shares, are listed on the NASDAQ Global Select Market under the symbol “DSKY.”

 

Item 2. Identity and Background.

(a) - (c), (f) This Statement is being filed by Mr. Chen, MICH Limited and Dream Data. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The Chairman is currently resident in, and a citizen of, the People’s Republic of China. His principal occupation is chief executive officer and chairman of the board of directors (the “Board”) of the Issuer. The business address of Mr. Chen is 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, People’s Republic of China.

MICH Limited is solely engaged in investment holdings. Its registered office is Helvetia Court, South Esplanade, St. Peter Port, Guernsey. MICH Limited is 100% beneficially owned by Mr. Chen through a family trust.

Dream Data is solely engaged in investment holdings. The registered address of Dream Data is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands. Dream Data is a British Virgin Islands company wholly-owned by MICH Limited, which is a Guernsey company wholly-owned by Mr. Chen through a family trust.

(d) - (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons entered into a Joint Filing Agreement on January 8, 2016 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.

 

Item 3. Source and Amount of Funds or Other Consideration.

It is anticipated that, at the price per ADS or per Ordinary Share set forth in the Merger Agreement (as described in Item 4 below), approximately US$390.9 million will be expended in acquiring (i) all of the outstanding Ordinary Shares other than Rollover Securities (as defined in Item 4 below), treasury shares and Class A Shares deposited with The Bank of New York Mellon and reserved for issuance upon exercise of outstanding options and vesting of restricted shares, and (ii) outstanding vested options in connection with the Merger (as defined in Item 4 below).

 

Page 5 of 11 Pages


13D

CUSIP No. 45173K101

 

It is anticipated that the funding for the Merger will be provided by a combination of debt and equity financing. Equity financing will be provided by the Equity Investors (as defined in Item 4 below) pursuant to the terms of the Equity Commitment Letters (as defined in Item 4 below). Debt financing will be provided by Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (the “Lender”) in the form of borrowings under certain credit facilities.

 

Item 4. Purpose of Transaction.

On December 31, 2015, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Dream Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”).

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. At the effective time of the Merger (the “Effective Time”), each Ordinary Share (including Ordinary Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) Ordinary Shares owned by (or represented by ADSs which are owned by) Dream Technology Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), Parent, Merger Sub or the Issuer (as treasury shares, if any) or by any direct or indirect wholly-owned subsidiary of Holdco, Parent, Merger Sub or the Issuer, (b) Ordinary Shares reserved (but not yet allocated) by the Issuer for settlement upon exercise or vesting of any options and restricted shares of the Issuer, (c) Ordinary Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their right to dissent from the Merger under the Companies Law of the Cayman Islands (the “Dissenting Shares”), and (d) Rollover Securities (as defined below)(Ordinary Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), will be cancelled and cease to exist in exchange for the right to receive US$3.50 in cash without interest. For the avoidance of doubt, because each ADS represents four Class A Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares) shall represent the right to surrender the ADS in exchange for $14.00 in cash without interest. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value determined in accordance with the Companies Law of the Cayman Islands. The Merger is subject to the approval of the Issuer’s shareholders and various other closing conditions.

Concurrently with the execution of the Merger Agreement, Dream Data, Shipshape Holdings Limited, DT01 Holding International Limited, THL A19 Limited, Prometheus Capital (International) Co., Ltd., Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P. (collectively, the “Supporting Security holders”) entered into a support agreement with Holdco and Parent (the “Support Agreement”), pursuant to which (i) each of the Supporting Security holders has agreed to vote all Ordinary Shares held or to be held by it in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, and (ii) each of Dream Data Services Limited, DT01 Holding International Limited, THL A19 Limited and Prometheus Capital (International) Co., Ltd. (collectively, the “Rollover Security holders”) has agreed to have all Ordinary Shares, options and/or restricted shares held or to be held by it (collectively, the “Rollover Securities”) cancelled for no consideration in connection with the Merger.

 

Page 6 of 11 Pages


13D

CUSIP No. 45173K101

 

Concurrently with the execution of the Merger Agreement, each of Mr. Chen, Anfernee Song Guan, Kingsun (Shanghai) Investment Co., Ltd. LOGO , Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO , Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO , Peking Pusi Investment Co., Ltd. LOGO , V Capital Company Limited LOGO , LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO , Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO , Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO , Fortune Wisdom Venture Capital Co., Ltd. LOGO , Newplus iDream Investment Partnership (Limited Partnership) LOGO , Shanghai Super Star Venture Capital Partners(Limited Partnership) LOGO , Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO , Shanghai Greenwoods Asset Management Limited LOGO , Shanghai Weiying Gefei Investment Management Ltd. LOGO , Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO and Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO (collectively, the “Equity Investors”, together with the “Rollover Security holders”, collectively, the “Investors”) entered into an interim investors agreement with Holdco, Parent and Merger Sub (the “Interim Investors Agreement”), which would govern, among other matters, the actions of Holdco, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement and the Transactions.

Concurrently with the execution of the Merger Agreement, each of the Equity Investors entered into an equity commitment letter (collectively, the “Equity Commitment Letters”) with Holdco and Parent, pursuant to which such Equity Investor undertook to make certain equity contributions (such Equity Investor’s “Equity Commitment”) to Holdco and Parent the proceeds of which will be used to fund the Transactions.

Concurrently with the execution of the Merger Agreement, each of the Equity Investors other than Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO entered into a limited guarantee (each a “Limited Guarantee”) with the Issuer to guarantee a portion of the Parent’s obligation to pay the Parent Termination Fee (as defined under the Merger Agreement) and certain other payment obligations of Parent in relation to the financing for the Merger.

Prior to the execution of the Merger Agreement, the Lender executed a debt commitment letter in favor of Merger Sub (the “Debt Commitment Letter”), pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make available to Merger Sub certain credit facilities immediately prior to the closing of the Transactions.

References to each of the Merger Agreement, the Support Agreement, the Interim Investors Agreement, the Equity Commitment Letters, the Limited Guarantees and the Debt Commitment Letter in this Schedule 13D are qualified in their entirety by reference to such above-mentioned documents, as applicable, which are attached hereto as exhibits and incorporated herein by reference as if set forth in their entirety herein.

If the Merger is completed, the ADSs would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act, would terminate. In addition, consummation of the Transactions could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the Merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

 

Item 5. Interest in Securities of the Issuer.

(a) — (b) The following disclosure assumes that there are 103,761,433 Class A Shares (other than treasury shares but including Class A Shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 Class B Shares (other than treasury shares) issued and outstanding as of December 31, 2015, as disclosed by the Issuer in the Merger Agreement.

 

Page 7 of 11 Pages


13D

CUSIP No. 45173K101

 

With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety. Each Reporting Person beneficially owns the Ordinary Shares in the aggregate 28,873,670 Ordinary Shares, which represents approximately 15.6% of the total outstanding Ordinary Shares (including Class A Shares represented by ADSs) and 31.4% of the voting power of the total outstanding Ordinary Shares (including Class A Shares represented by ADSs).

By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” with the Investors and/or their respective affiliates within the meaning of Rule 13d-5(b) under the Exchange Act. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of such shares held by each other Reporting Person.

(c) Except as set forth in Item 3 above and incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth and/or incorporated by reference in Items 3, 4 and 7 is hereby incorporated by reference into this Item 6. To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement, dated January 8, 2016, between Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited

Exhibit 99.2 Merger Agreement, incorporated by reference to Exhibit 99.2 to Form 6-K filed by the Issuer on December 31, 2015

Exhibit 99.3 Interim Investors Agreement

Exhibit 99.4 Support Agreement

Exhibit 99.5 Debt Commitment Letter, dated December 31, 2015 among Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch LOGO as Mandated Lead Arranger, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch LOGO as Underwriter, and Merger Sub

Exhibit 99.6 Equity Commitment Letter, dated December 31, 2015 among Mr. Chen, Holdco and Parent

Exhibit 99.7 Equity Commitment Letter, dated December 31, 2015 among Anfernee Song Guan, Holdco and Parent

Exhibit 99.8 Equity Commitment Letter, dated December 31, 2015 among Kingsun (Shanghai) Investment Co., Ltd. LOGO , Holdco and Parent

Exhibit 99.9 Equity Commitment Letter, dated December 31, 2015 among Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.10 Equity Commitment Letter, dated December 31, 2015 among Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO , Holdco and Parent

 

Page 8 of 11 Pages


13D

CUSIP No. 45173K101

 

Exhibit 99.11 Equity Commitment Letter, dated December 31, 2015 among Peking Pusi Investment Co., Ltd. LOGO , Holdco and Parent

Exhibit 99.12 Equity Commitment Letter, dated December 31, 2015 among V Capital Company Limited LOGO , Holdco and Parent

Exhibit 99.13 Equity Commitment Letter, dated December 31, 2015 among LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO , Holdco and Parent

Exhibit 99.14 Equity Commitment Letter, dated December 31, 2015 among Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.15 Equity Commitment Letter, dated December 31, 2015 among Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.16 Equity Commitment Letter, dated December 31, 2015 among Fortune Wisdom Venture Capital Co., Ltd. LOGO , Holdco and Parent

Exhibit 99.17 Equity Commitment Letter, dated December 31, 2015 among Newplus iDream Investment Partnership (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.18 Equity Commitment Letter, dated December 31, 2015 among Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.19 Equity Commitment Letter, dated December 31, 2015 among Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.20 Equity Commitment Letter, dated December 31, 2015 among Shanghai Greenwoods Asset Management Limited LOGO , Holdco and Parent

Exhibit 99.21 Equity Commitment Letter, dated December 31, 2015 among Shanghai Weiying Gefei Investment Management Ltd. LOGO , Holdco and Parent

Exhibit 99.22 Equity Commitment Letter, dated December 31, 2015 among Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.23 Equity Commitment Letter, dated December 31, 2015 among Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO , Holdco and Parent

Exhibit 99.24 Limited Guarantee, dated December 31, 2015 between Mr. Chen and the Issuer

Exhibit 99.25 Limited Guarantee, dated December 31, 2015 between Anfernee Song Guan and the Issuer

Exhibit 99.26 Limited Guarantee, dated December 31, 2015 between Kingsun (Shanghai) Investment Co., Ltd. LOGO and the Issuer

Exhibit 99.27 Limited Guarantee, dated December 31, 2015 between Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO and the Issuer

Exhibit 99.28 Limited Guarantee, dated December 31, 2015 between Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO and the Issuer

Exhibit 99.29 Limited Guarantee, dated December 31, 2015 between Peking Pusi Investment Co., Ltd. LOGO and the Issuer

 

Page 9 of 11 Pages


13D

CUSIP No. 45173K101

 

Exhibit 99.30 Limited Guarantee, dated December 31, 2015 between V Capital Company Limited LOGO and the Issuer

Exhibit 99.31 Limited Guarantee, dated December 31, 2015 between LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO and the Issuer

Exhibit 99.32 Limited Guarantee, dated December 31, 2015 between Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO and the Issuer

Exhibit 99.33 Limited Guarantee, dated December 31, 2015 between Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO and the Issuer

Exhibit 99.34 Limited Guarantee, dated December 31, 2015 between Fortune Wisdom Venture Capital Co., Ltd. LOGO and the Issuer

Exhibit 99.35 Limited Guarantee, dated December 31, 2015 between Newplus iDream Investment Partnership (Limited Partnership) LOGO and the Issuer

Exhibit 99.36 Limited Guarantee, dated December 31, 2015 between Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO and the Issuer

Exhibit 99.37 Limited Guarantee, dated December 31, 2015 between Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO and the Issuer

Exhibit 99.38 Limited Guarantee, dated December 31, 2015 between Shanghai Greenwoods Asset Management Limited LOGO and the Issuer

Exhibit 99.39 Limited Guarantee, dated December 31, 2015 between Shanghai Weiying Gefei Investment Management Ltd. LOGO and the Issuer

Exhibit 99.40 Limited Guarantee, dated December 31, 2015 between Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO and the Issuer

 

Page 10 of 11 Pages


13D

CUSIP No. 45173K101

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2016

 

MICHAEL XIANGYU CHEN
 

/s/ Michael Xiangyu Chen

MICH LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name:   Michael Xiangyu Chen
  Title:   Director
DREAM DATA SERVICES LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name:   Michael Xiangyu Chen
  Title:   Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to 13D]

 

Page 11 of 11 Pages

EX-99.1 2 d117049dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of iDreamSky Technology Limited, a Cayman Islands company.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

 

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Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 8, 2016.

 

MICHAEL XIANGYU CHEN
 

/s/ Michael Xiangyu Chen

MICH LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name:   Michael Xiangyu Chen
  Title:   Director
DREAM DATA SERVICES LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name:   Michael Xiangyu Chen
  Title:   Director
EX-99.3 3 d117049dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (this “Agreement”) is made as of December 31, 2015 by and among Dream Technology Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Holdco (“Parent”), Dream Merger Sub 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).

RECITALS

WHEREAS, on the date hereof, iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and Merger Sub, executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger;

WHEREAS, on or prior to the date hereof, each of the parties listed on Schedule I hereto (each, an “Equity Investor” and collectively, the “Equity Investors”) executed a letter agreement in favor of Holdco and Parent (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which each of the Equity Investors has agreed, subject to the terms and conditions set forth therein, to make an equity investment (each, an “Equity Commitment”, and collectively, the “Equity Commitments”) in Holdco, immediately prior to the Closing in connection with the Merger;

WHEREAS, on or prior to the date hereof, [Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch] (the “Lender”) executed a mandate letter in favor of Merger Sub (the “Debt Commitment Letter”), pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make available to Merger Sub the credit facility described therein (the “Debt Commitment”) immediately prior to the Closing in connection with the Merger;

WHEREAS, on the date hereof, each of the parties designated on the signature pages hereto as a “Rollover Investor” (collectively, the “Rollover Investors”, and together with the Equity Investors, the “Investors”) executed a support agreement in favor of Parent and Holdco (the “Support Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of the Rollover Securities (as defined in the Support Agreement) held by such Rollover Investor for no consideration in the Merger (the cash-out value of such Rollover Securities in the Merger if such Rollover Securities were not designated as Rollover Securities and were cashed out in accordance with the terms of the Merger Agreement, each a “Rollover Commitment”, and the aggregate Rollover Commitments and Equity Commitments, collectively the “Commitments”), (ii) subscribe for newly issued ordinary shares of Holdco (the “Holdco Shares”) immediately prior to the Closing and (iii) vote in favor of authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger;


WHEREAS, on or prior to the date hereof, each of the Guarantors (as defined in the Merger Agreement) executed a limited guarantee in favor of the Company with respect to certain obligations of Parent under the Merger Agreement (each a “Limited Guarantee” and collectively, the “Limited Guarantees”); and

WHEREAS, the Investors, Holdco, Parent and Merger Sub wish to agree to certain terms and conditions that will govern the actions of Holdco, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters, the Support Agreement, the Debt Commitment Letter and the Limited Guarantees, and the transactions contemplated by each.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

AGREEMENT

1. AGREEMENTS AMONG THE INVESTORS.

1.1 Actions under the Merger Agreement. Subject to Section 1.8 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent and/or Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s prior written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For purposes of this Agreement, “Requisite Investors” shall mean Dream Data Services Limited and THL A19 Limited. Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be deemed a “Failing Investor”, and its approval or consent rights shall be restored as of the date such previously Failing Investor funds its Commitment.

 

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1.2 Debt Financing. Subject to Section 1.8 hereof, Merger Sub shall, at the direction of the Requisite Investors, negotiate, enter into and borrow under definitive agreements relating to the Debt Commitment to be provided at the Closing; provided that Merger Sub shall not, and the Investors shall not permit Merger Sub to, enter into or borrow under any agreement in connection with the Debt Commitment on terms that are materially adverse to Merger Sub or the Investors compared to the terms set forth in the Debt Commitment Letter, unless such agreement or borrowing has been first approved by the Requisite Investors.

1.3 Equity Financing. Subject to Section 1.8 hereof, Holdco shall, at the direction of the Requisite Investors, enforce the provisions of the Equity Commitment Letters in accordance with the terms of the Merger Agreement and the Equity Commitment Letters. Notwithstanding anything in any Equity Commitment Letter to the contrary, prior to the Effective Time, none of the Investors shall be entitled to assign, sell-down or syndicate any part of its Equity Commitment.

1.4 Support Agreement. Subject to Section 1.8 hereof, each of Holdco and Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement.

1.5 Management Arrangements. Subject to Section 1.8 hereof, Holdco and/or Parent shall, at the direction of the Requisite Investors, negotiate and enter or cause to be entered into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, rollover equity and equity incentives following the Closing.

1.6 Shareholders Agreement; Appointment of Directors. Subject to Section 1.8 hereof, each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into prior to or at the Closing, a Shareholders Agreement or other definitive agreements containing, in principle, the terms set forth on Exhibit A hereto so long as such definitive agreements are either (a) consistent with Exhibit A or (b) inconsistent with Exhibit A and approved by all Investors. Holdco and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco, and board of directors of Parent if applicable, has the composition contemplated by Exhibit A hereto immediately prior to the Effective Time.

1.7 Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the transaction of any Failing Investor; provided that such termination shall not affect the rights of the Closing Investors against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the transaction is terminated pursuant to this Section 1.7, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors and/or one or more new investors approved by the Requisite Investors.

 

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1.8 Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Requisite Investors shall not permit Parent or Merger Sub to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or the Investors the amount or form of the Merger Consideration (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or the Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement, in each case, without the consent of each Investor; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and/or Merger Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.10 hereof) or, if applicable, under its Equity Commitment Letter, its Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received a full and unconditional release of its or his obligations under this Agreement (other than the applicable provisions of Sections 1.10 and 1.12.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and, if applicable, under its Equity Commitment Letter, its Limited Guarantee and the Support Agreement from Holdco, Parent, the Company, and each other Investor, or a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its Equity Commitment Letter, its Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than the Non-Consenting Investor(s) and any Failing Investors) in proportion of their respective Commitments to the aggregate Commitments of the Investors at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than the Non-Consenting Investor(s) and any Failing Investors) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors and/or to one or more new investors approved by the Requisite Investors.

1.9 Company Termination Fee. Any Company Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement or otherwise, after making adequate provisions for the payment or reimbursement of Consortium Costs pursuant to Section 1.10 hereof shall be promptly paid by Parent or Merger Sub to each of the Investors that have provided Limited Guarantees (other than any Investor that is a (i) Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.8 hereof or (ii) a Failing Investor at the time of termination of the Merger Agreement) or its designee(s) in proportion of its respective Maximum Amount (as defined under the relevant Limited Guarantee) guaranteed under such Investor’s Limited Guarantee to the aggregate Maximum Amounts under the Limited Guarantees of such Investors (other than the Non-Consenting Investor(s) and the Failing Investor(s)).

 

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1.10 Expense Sharing.

1.10.1 In the event the Merger is consummated, Holdco, Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and the Investors as a consortium (other than the Failing Investors, the “Consortium”), including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub, the Consortium, Dream Data Services Limited (or its Affiliates) or THL A19 Limited (or its Affiliates), and (ii) any fees related to the Merger (all such fees and expenses other than any excessive amount disallowed under clause (i) above, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger, and Kirkland & Ellis, Han Kun Law Office, China Renaissance Securities (Hong Kong) Limited and PricewaterhouseCoopers are advisors retained by the Consortium with respect to the Merger.

1.10.2 In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay or cause to be paid all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the applicable Investors in accordance with Section 1.9 hereof.

1.10.3 In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor agrees that each Equity Investor will be responsible for its, his or her proportionate share (determined by reference to the amount of its/his/her Equity Commitment to the aggregate of Equity Commitments of the Equity Investors) of Consortium Costs; provided that if the Merger Agreement is terminated and the Merger is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs incurred by the Closing Investor(s), (ii) any payment obligations of Parent and/or Merger Sub under Sections 8.2(c) and 8.2(d) of the Merger Agreement, or any guarantee pursuant to the Limited Guarantees and (iii) any other damages or losses of the Company; provided further that any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor. Each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder multiplied by (b) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Commitments. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the transaction.

 

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1.10.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.

1.10.5 The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

1.11 Notice of Closing; Notices. Parent will use its commercially reasonable efforts to provide each Investor with at least ten (10) days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under this Agreement. Any notices received by Parent pursuant to Section 9.2 of the Merger Agreement shall be promptly provided to each Investor at the address set forth in such Investor’s Equity Commitment Letter or the Support Agreement.

1.12 Representations and Warranties; Covenants.

1.12.1 Each party hereto represents and warrants to the other parties hereto that: (i) it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the party of such party and no other proceedings or procedures are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable in accordance with the terms hereof, and (iv) such party’s execution, delivery and performance of this Agreement will not violate: (a) if such party is a corporate entity, any provision of its organizational documents or (b) or any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such party.

1.12.2 Each Investor hereto represents, warrants and covenants to the other Investors that: (i) none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (ii) it has not entered into any agreement, arrangement or understanding with any other Investor, any other potential investor or group of investors or the Company with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company, other than any confidentiality or standstill agreement or agreement of similar nature, the agreements expressly contemplated by this Agreement (including exhibits) and the Merger Agreement.

1.12.3 Until this Agreement is terminated pursuant to Section 2.1, except for Michael Xiangyu Chen, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors other than any confidentiality or standstill agreement or agreement of similar nature, the agreements expressly contemplated by this Agreement (including exhibits) and the Merger Agreement; provided that this Section 1.12.3 shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 1.8 for a period of one year following such failure or release.

 

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1.12.4 Neither Holdco nor Parent shall enter into any agreement with an Investor or group of Investors that has the effect of discriminating against any Investor in a manner that is materially adverse to such Investor without such Investor’s prior written consent, except to the extent expressly permitted by the terms of this Agreement. Holdco and Parent shall provide to all Investors a copy of each agreement to be entered into with less than all of the Investors prior to the execution of such agreement, except agreements or arrangements entered into pursuant to Section 1.5 herein.

1.12.5 The Investors shall cooperate with necessary and commercially reasonable efforts in defending any claim that the Investors are or any of them is liable to make payments under the Limited Guarantees.

1.12.6 Each Investor represents, warrants and covenants to the other parties hereto that it shall use (and shall cause its Subsidiaries and Affiliates to use) reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable to obtain as promptly as practicable, if it or its Subsidiaries and Affiliates have not yet obtained, all consents, approvals, registrations, authorizations, waivers, permits and orders from any Third Party (as defined in the Merger Agreement) or Governmental Entity (as defined in the Merger Agreement) necessary or advisable to be obtained in order to perform its obligations set forth hereunder and consummate the transactions contemplated hereunder and under the Merger Agreement.

1.12.7 The Investors shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable on its respective part to help Holdco to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits and orders, from any Third Party (as defined in the Merger Agreement) and/or Governmental Entity (as defined in the Merger Agreement) necessary or advisable to be obtained in order to consummate the Merger or any other transactions contemplated by the Merger Agreement.

1.12.8 Holdco will use reasonable best efforts to keep each Investor informed on any significant progress with respect to the transactions contemplated by the Merger Agreement, including the execution of any material agreements or the success or failure in obtaining any required approval or clearance from competent regulatory authorities in connection therewith.

1.12.9 Tax Filing Cooperation. Each Investor covenants to the other parties hereto that it shall use (and shall cause its Subsidiaries and Affiliates to use) reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things to cooperate with the parties hereto in connection with handling its PRC tax affairs in respect of the Merger or any other transactions contemplated by the Merger Agreement, and shall not make any tax filing without the prior written consent of the Requisite Investors, such consent not to be unreasonably withheld or delayed.

 

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1.13 PR Coordination. Subject to Section 6.10 of the Merger Agreement as it relates to Parent and Merger Sub, each party hereto will coordinate in good faith in relation to any and all press releases and other public relations matters with respect to the Merger and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Merger and the transactions contemplated hereby without the prior consent of the Requisite Investors, such consent not to be unreasonably withheld or delayed.

1.14 Confidentiality. Each of the parties hereto agree that, until the second (2nd) anniversary of the date hereof, none of the parties shall, and each party hereto shall cause its directors, officers, employees, advisors and other agents and representatives (all such persons, with respect to any person, such person’s “Representatives”) not to, directly or indirectly, disclose to any other person or entity (other than such party’s Representatives) any Confidential Information received from the other parties hereto, except as compelled by a court or required by law, legal process, rule or regulation (including securities rules and regulations). For purposes hereof, “Confidential Information” means any information, whether in written, oral or other form with respect to the Company, the parties hereto and the transactions contemplated under this Agreement, the Merger Agreement and other transaction agreements referenced herein and therein, provided that Confidential Information does not include any information which at the time of disclosure or thereafter is (i) generally available to or known by the public other than as a result of a disclosure by the receiving party of such information in breach of an obligation of confidentiality or (ii) lawfully available to the recipient of such information from a source other than the disclosing party or its Representatives which source is not, as far as the receiving party is aware, in breach of an obligation of confidentiality.

1.15 Initial Holdco Shareholders. Mr. Michael Xiangyu Chen, as the initial (direct or indirect) shareholder of Holdco, agrees to use commercially best efforts to take all corporate actions reasonably necessary to cause Holdco to give effect to and comply with the matters set forth in this Agreement.

2. MISCELLANEOUS.

2.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.9, 1.10, 1.12, 1.13, 1.14 and 2) upon the earlier of the Effective Time of the Merger and the termination of the Merger Agreement pursuant to Article VIII thereof; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

2.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Requisite Investors; provided that (i) no provision of this Agreement (excluding exhibits) may be amended in a manner that disproportionately, materially and adversely affects an Investor without such Investor’s prior written consent and (ii) no provision in this Agreement that requires the consent of each Investor may be amended without a consent in writing signed by all of the Investors.

 

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2.3 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4 Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance), provided that the Agreement may only be enforced against an Investor by Holdco, Parent or Merger Sub, acting at the direction of the Requisite Investors. In the event that (i) Holdco and Parent determine to enforce the provisions of the Equity Commitment Letters, (ii) Holdco and Parent determine to enforce the provisions of the Support Agreement, or (iii) Merger Sub determines to enforce the provisions of the Debt Commitment Letter, in each case, in accordance with this Agreement, and the Requisite Investors are prepared to (x) cause Parent and Merger Sub to consummate the Merger in accordance with this Agreement, (y) fulfill their obligations under the Support Agreement and (z) fund their Equity Commitments immediately prior to the Closing, as evidenced in writing to the other Investors (the Investors who are so prepared for each applicable action, the “Closing Investors”), but one or more Investors fails to fund its Equity Commitment or provides written notice that it will not fund its Equity Commitment, or fails to fulfill its or his obligations under the Support Agreement or provides written notice that it or he will not fulfill its or his obligations under the Support Agreement, as applicable, (each such Investor, a “Failing Investor”), the parties hereto agree that the Closing Investors shall be entitled to, in their discretion, either (a) specific performance of the terms of this Agreement, the Equity Commitment Letters and/or the Support Agreement, as applicable, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors in an amount equal to the aggregate out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Investor’s Limited Guarantee). If Holdco, Parent or Merger Sub, acting at the direction of the Requisite Investors, determines to enforce the remedy described in the preceding sentence against any Failing Investor, it must do so against all Failing Investors. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (i) the amounts due from all Failing Investors hereunder (including the value of any Rollover Commitment) multiplied by (ii) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Commitments.

2.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Holdco, Parent, Merger Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

 

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2.6 Governing Law; Jurisdiction. This Agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 2.6. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 2.6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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2.7 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.7.

2.8 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

2.9 Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are references herein which shall continue in full force and effect in accordance with their terms.

2.10 Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.10 shall be void.

2.11 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

 

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In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

 

DREAM TECHNOLOGY HOLDINGS LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name: Michael Xiangyu Chen
  Title: Director
DREAM INVESTMENT HOLDINGS LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name: Michael Xiangyu Chen
  Title: Director
DREAM MERGER SUB LIMITED
By:  

/s/ Michael Xiangyu Chen

  Name: Michael Xiangyu Chen
  Title: Director

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

 

Rollover Investor:
DREAM DATA SERVICES LIMITED

/s/ Michael Xiangyu Chen

Name: Michael Xiangyu Chen
Title: Director
Rollover Investor:
DT01 HOLDING INTERNATIONAL LIMITED

/s/ Anfernee Song Guan

Name: Anfernee Song Guan
Title: Director

/s/ Jeffrey Lyndon Ko

Name: Jeffrey Lyndon Ko
Title: Director
Rollover Investor:
THL A19 LIMITED

/s/ Martin Lau Chiping

Name: Martin Lau Chiping
Title: Authorized signatory

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


 

Rollover Investor:

PROMETHEUS CAPITAL (INTERNATIONAL) CO, LTD.

/s/ Sicong Wang

Name: Sicong Wang
Title: Director

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

 

Equity Investor:
MICHAEL XIANGYU CHEN

/s/ Michael Xiangyu Chen

Equity Investor:
ANFERNEE SONG GUAN

/s/ Anfernee Song Guan

Equity Investor:

KINGSUN (SHANGHAI) INVESTMENT CO., LTD. LOGO

[Company chop is affixed]

/s/ Xiaowei Wu

Name: Xiaowei Wu
Title: Chairman
BEIJING JUNLIANXINHAI PRIVATE EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO

/s/ Jiaqing Li

Name: Jiaqing Li
Title: Authorized Representative, Director and General
          Manager

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


Equity Investor:

RUIPU LEHUA (TIANJIN) INVESTMENT CENTER

(LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Mingchen Zhang

Name: Mingchen Zhang
Title: Executive Director
Equity Investor:

PEKING PUSI INVESTMENT CO., LTD.

LOGO

/s/ Sicong Wang

Name: Sicong Wang
Title: Chairman
Equity Investor:

V CAPITAL COMPANY LIMITED LOGO

[Company chop is affixed]

/s/ Weiqing Tang

Name: Weiqing Tang
Title: Chairman and Legal Representative
Equity Investor:

LT PROSPERITY (TIANJIN) ASSET MANAGEMENT CO., LTD. LOGO

[Company chop is affixed]

/s/ Xu Peng

Name: Xu Peng
Title: Partner

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


Equity Investor:

JIAXING YAMING INVESTMENT PARTNERSHIP

(LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Lina Zhu

Name: Lina Zhu
Title: Authorized Representative of Executive Partner
Equity Investor:

JIAXING NUOXIN INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Jingyuan Liang

Name: Jingyuan Liang
Title: Managing Partner
Equity Investor:

FORTUNE WISDOM VENTURE CAPITAL CO., LTD.

LOGO

[Company chop is affixed]

/s/ Zhou Liu

Name: Zhou Liu
Title: President

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


Equity Investor:

NEWPLUS IDREAM INVESTMENT PARTNERSHIP

(LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Jun Wang

Name: Jun Wang
Title: Authorized Representative
Equity Investor:

SHANGHAI SUPER STAR VENTURE CAPITAL PARTNERS (LIMITED PARTNERSHIP)

LOGO

[Company chop is affixed]

/s/ Zhenquan Ren

Name: Zhenquan Ren
Title: Authorized Representative of Executive Partner
Equity Investor:

GUANGXI XI HUI HE YING INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Guangyi Huang

Name: Guangyi Huang
Title: Director
Equity Investor:
SHANGHAI GREENWOODS ASSET MANAGEMENT LIMITED LOGO

[Company chop is affixed]

Name:
Title:

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


Equity Investor:

SHANGHAI WEIYING GEFEI INVESTMENT MANAGEMENT LTD. LOGO

[Company chop is affixed]

/s/ Shi Lei

Name: Shi Lei
Title: Director
Equity Investor:

HENGQIN DREAM YONGTAI EQUITY INVESTMENT ENTERPRISE (LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Junwen Lei

Name: Junwen Lei
Title: Executive Representative
Equity Investor:

HENGQIN DREAM RUITONG EQUITY INVESTMENT ENTERPRISE (LIMITED PARTNERSHIP) LOGO

[Company chop is affixed]

/s/ Heng Zhang

Name: Heng Zhang
Title: Executive Representative

 

[SIGNATURE PAGE TO INTERIM INVESTORS AGREEMENT]


Schedule I List of Equity Investors

 

1. Michael Xiangyu Chen

 

2. Anfernee Song Guan

 

3. Kingsun (Shanghai) Investment Co., Ltd. LOGO

 

4. Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO

 

5. Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO

 

6. Peking Pusi Investment Co., Ltd. LOGO

 

7. V Capital Company Limited LOGO

 

8. LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO

 

9. Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO

 

10. Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO

 

11. Fortune Wisdom Venture Capital Co., Ltd. LOGO

 

12. Newplus iDream Investment Partnership (Limited Partnership) LOGO

 

13. Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO

 

14. Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO

 

15. Shanghai Greenwoods Asset Management Limited LOGO

 

16. Shanghai Weiying Gefei Investment Management Ltd. LOGO

 

17. Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO

 

18. Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO


Exhibit A

Shareholders Agreement Term Sheet

EX-99.4 4 d117049dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 31, 2015 by and among Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), Dream Technology Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), and certain shareholders of iDreamSky Technology Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Supporting Securityholder” and collectively, the “Supporting Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Dream Merger Sub 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 the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Supporting Securityholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such Company Shares (including those represented by ADSs), Company Options and/or Company Restricted Shares (as applicable) as set forth opposite such Supporting Securityholder’s name under column “Owned Securities” on Schedule A hereto (with respect to each Supporting Securityholder, the “Owned Securities”) (the Owned Securities, together with any other Company Shares and/or Company Restricted Shares acquired (whether beneficially or of record) by such Supporting Securityholder after the date hereof and prior to the earlier of the Effective Time and the termination of all such Supporting Securityholder’s obligations under this Agreement, including any Company Shares and/or Company Restricted Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Supporting Securityholder agrees to (a) have his or its Company Shares (including those represented by ADSs), Company Options and/or Company Restricted Shares (as applicable) as set forth opposite such Supporting Securityholder’s name under the column “Rollover Securities” on Schedule A hereto (the “Rollover Securities”) cancelled for no consideration in connection with the Merger, and (b) subscribe for or cause to be subscribed for newly issued ordinary shares of Holdco (the “Holdco Shares”) immediately prior to the Closing, and (c) vote the Securities at the Company Shareholders Meeting in favor of the Merger, in each case, in accordance with and subject to the terms and conditions of this Agreement;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the Transactions, including the Merger, the Supporting Securityholders are entering into this Agreement;


WHEREAS, the Supporting Securityholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Supporting Securityholders set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1 Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Supporting Securityholder irrevocably and unconditionally hereby agrees that at the Company Shareholders Meeting or any other meeting (whether annual or extraordinary) of the shareholders of the Company in connection with the Merger Agreement and/or any transaction contemplated thereby (including the Merger), however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), or in connection with any written resolution of the Company’s shareholders in connection with the Merger Agreement and/or any transaction contemplated thereby (including the Merger), such Supporting Securityholder shall (i) in the case of a meeting, appear or cause his or its Representative(s) to appear at such meeting or otherwise cause his or its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Supporting Securityholder’s Securities,

(a) for authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions and any action required in furtherance thereof,

(b) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement, the Plan of Merger or in competition or inconsistent with the Merger and the other Transactions,

(c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions or this Agreement or the performance by such Supporting Securityholder of his or its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any Company Subsidiary (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Company Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Company Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent,

 

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(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Supporting Securityholder contained in this Agreement,

(e) in favor of any adjournment or postponement of the Company Shareholders Meeting as may be reasonably requested by Parent, and

(f) in favor of any other matter necessary to effect the Transactions.

Section 1.2 Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, each Supporting Securityholder hereby irrevocably appoints Parent and any designee thereof as his or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Supporting Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Supporting Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Supporting Securityholder prior to the execution of this Agreement in respect of the voting of such Supporting Securityholder’s Securities, if any, are not irrevocable and each Supporting Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Supporting Securityholder’s Securities. Each Supporting Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b) Each Supporting Securityholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Securityholder under this Agreement. Each Supporting Securityholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Supporting Securityholder agrees to vote such Supporting Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

 

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Section 1.3 Restrictions on Transfers. (i) Except as provided for in Article II below or pursuant to the Merger Agreement and (ii) except that any beneficial owner of DT01 Holding International Limited may transfer his or its interests in DT01 Holding International Limited to Anfernee Song Guan or any of his Affiliates so that DT01 Holding International Limited will be 100% beneficially owned by Anfernee Song Guan, provided that all the Securities held by DT01 Holding International Limited continue to be subject to the terms of this Agreement, each Supporting Securityholder hereby agrees that, from the date hereof until the Expiration Time, such Supporting Securityholder shall not, without the prior written consent of Parent and the Company Board (at the direction of the Special Committee), directly or indirectly, (a) sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) take any action that would make any representation or warranty of such Supporting Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Supporting Securityholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Supporting Securityholder from performing any of his or its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any purported Transfer in violation of this Section 1.3 shall be null and void.

ARTICLE II

ROLLOVER SECURITIES

Section 2.1 Cancellation of Rollover Securities. Subject to the terms and conditions set forth herein, (a) each Supporting Securityholder agrees that his or its Rollover Securities shall be cancelled at the Effective Time for no consideration, and (b) other than his or its Rollover Securities, all Equity Interests of the Company held by such Supporting Securityholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

Section 2.2 Subscription of Holdco Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held by each Supporting Securityholder in accordance with Section 2.1, Holdco shall issue to such Supporting Securityholder (or any other Person designated by such Supporting Securityholder in writing), and such Supporting Securityholder or his or its designee (as applicable) shall subscribe for, certain number of Holdco Shares representing such ownership percentage in Holdco immediately after the Rollover Closing as set forth opposite such Supporting Securityholder’s name under the column “% in Holdco” on Schedule A hereto, at a price per share equal to the par value per share of Holdco Shares. Each Supporting Securityholder hereby acknowledges and agrees that (a) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards or sums due to such Supporting Securityholder by Holdco, Parent and Merger Sub in respect of the Rollover Securities held by such Supporting Securityholder and cancelled pursuant to Section 2.1 above, and (b) such Supporting Securityholder shall have no right to any Per Share Merger Consideration or Per ADS Merger Consideration in respect of the foregoing Rollover Securities held by such Supporting Securityholder.

 

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Section 2.3 Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Holdco Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to the Closing.

Section 2.4 Deposit of Rollover Securities. No later than three (3) Business Days prior to the Closing, each Supporting Securityholder and any agent of such Supporting Securityholder holding certificates evidencing any of the Rollover Securities shall deliver or cause to be delivered to Parent all certificates representing such Rollover Securities in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SUPPORTING SECURITYHOLDERS

Section 3.1 Representations and Warranties. Each Supporting Securityholder, severally and not jointly, represents and warrants to Parent and Holdco as of the date hereof and as of the Closing:

(a) such Supporting Securityholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Supporting Securityholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b) this Agreement has been duly executed and delivered by such Supporting Securityholder and the execution, delivery and performance of this Agreement by such Supporting Securityholder and the consummation by such Supporting Securityholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Supporting Securityholder and no other actions or proceedings on the part of such Supporting Securityholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by such Supporting Securityholder;

(c) assuming due authorization, execution and delivery by Parent and Holdco, this Agreement constitutes a legal, valid and binding agreement of such Supporting Securityholder, enforceable against such Supporting Securityholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

 

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(d) (i) such Supporting Securityholder (A) is and, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, the Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Supporting Securityholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands, Laws of the People’s Republic of China and the terms of this Agreement; (ii) his or its Securities are not subject to any voting trust agreement or other Contract to which such Supporting Securityholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) such Supporting Securityholder has not Transferred any interest in any of his or its Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, other than his or its Securities, such Supporting Securityholder does not own, beneficially or of record, any Company Shares, Company Options, Company Restricted Shares, and other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Supporting Securityholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of his or its Securities, except as contemplated by this Agreement;

(e) except for the applicable requirements of the Exchange Act and laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of any Governmental Entity is necessary on the part of such Supporting Securityholder for the execution, delivery and performance of this Agreement by such Supporting Securityholder or the consummation by such Supporting Securityholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Supporting Securityholder nor the consummation by such Supporting Securityholder of the transactions contemplated hereby, nor compliance by such Supporting Securityholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Supporting Securityholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Supporting Securityholder pursuant to any Contract to which such Supporting Securityholder is a party or by which such Supporting Securityholder or any property or asset of such Supporting Securityholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Supporting Securityholder or any of such Supporting Securityholder’s properties or assets;

(f) there is no Action pending against any such Supporting Securityholder or, to the knowledge of such Supporting Securityholder, any other Person or, to the knowledge of such Supporting Securityholder, threatened against any such Supporting Securityholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Supporting Securityholder of his or its obligations under this Agreement;

(g) such Supporting Securityholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent and Holdco concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Holdco Shares and such Supporting Securityholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Supporting Securityholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

 

6


(h) each Supporting Securityholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Supporting Securityholder’s execution, delivery and performance of this Agreement.

Section 3.2 Covenants. Each Supporting Securityholder hereby:

(a) agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Supporting Securityholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Supporting Securityholder of his or its obligations under this Agreement;

(b) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Supporting Securityholder may have with respect to such Supporting Securityholder’s Securities (including without limitation any rights under Section 238 of the Cayman Companies Law) prior to the Expiration Time;

(c) agrees to permit the Company and Parent to publish and disclose in any press release, the Proxy Statement (including all documents filed with the SEC in accordance therewith) and any other disclosure documents in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transaction contemplated thereby), such Supporting Securityholder’s identity and beneficial ownership of Company Shares or other Equity Interests of the Company and the nature of such Supporting Securityholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that the Company or Parent reasonably determines in its good faith judgement is required to be disclosed by Law;

(d) agrees and covenants, severally and not jointly, that such Supporting Securityholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Company Shares and/or other security of the Company with respect to which beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) is acquired by such Supporting Securityholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof. Any such Company Shares and/or other security of the Company shall automatically become subject to the terms of this Agreement, and Schedule A hereto shall be deemed amended accordingly; and

(e) agrees further that, upon request of Parent, such Supporting Securityholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

 

7


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO

Each of Parent and Holdco represents and warrants to each Supporting Securityholder that as of the date hereof and as of the Closing:

(a) each of Parent and Holdco is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and Holdco and, assuming due authorization, execution and delivery by the Supporting Securityholders, constitutes a legal, valid and binding obligation of Parent and Holdco, enforceable against Parent and Holdco in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(b) except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent or Holdco for the execution, delivery and performance of this Agreement by Parent and Holdco or the consummation by Parent and Holdco of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Holdco, nor the consummation by Parent and Holdco of the transactions contemplated hereby, nor compliance by Parent and Holdco with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Holdco, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Holdco pursuant to, any Contract to which Parent or Holdco is a party or by which Parent or Holdco, or any of their property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Holdco any of their properties or assets;

(c) Except as contemplated by the Merger Agreement or otherwise agreed to by the Parties hereto, at and immediately after the Closing, there shall be (i) no options, warrants, or other rights to acquire share capital of Holdco or Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Holdco or Parent, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities; and

(d) at the Rollover Closing, the Holdco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities Laws.

 

8


ARTICLE V

TERMINATION

This Agreement, and the obligations of the Supporting Securityholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Holdco and Parent shall promptly take all such actions as are necessary to restore each such Supporting Securityholder to the position it was in with respect to ownership of the Rollover Securities prior to the Rollover Closing.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, or (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.1):

(i) If to a Supporting Securityholder, to the address set forth next to such Supporting Securityholder’s name on Schedule A hereto.

(ii) If to Parent and/or Holdco:

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Facsimile:         +86-755-8653-0126

With a copy (which shall not constitute notice) to:

Kirkland & Ellis

26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road, Central

Hong Kong

Attention:         David Zhang

                          Jesse Sheley

Facsimile:         +852-3761-3301

 

9


Section 6.2 Capacity. None of the Supporting Securityholders executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Notwithstanding anything to the contrary in this Agreement, (i) each Supporting Securityholder is entering into this Agreement, and agreeing to become bound hereby, solely in his or its capacity as a beneficial owner of the Securities owned by him or it and not in any other capacity (including without limitation any capacity as a director or officers of the Company) and (ii) nothing in this Agreement shall obligate such Supporting Securityholder or his or its Representatives to take, or forbear from taking, as a director or officer of the Company, any action which is inconsistent with his or its fiduciary duties under the applicable Laws.

Section 6.3 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.4 Entire Agreement. This Agreement and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 6.5 Specific Performance. Each Supporting Securityholder acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Supporting Securityholder in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to Parent and Holdco, and Parent and Holdco will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Supporting Securityholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent and/or Holdco shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Holdco and/or Parent.

Section 6.6 Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Supporting Securityholders, Holdco and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

 

10


Section 6.7 Governing Law; Dispute Resolution; Jurisdiction. This Agreement shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6.7. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators. One arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s). If either the claimant(s) or respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator; provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any Person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6.7 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

Section 6.8 Waiver of Jury Trial. Each party hereto hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable Laws any right it may have to trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.

Section 6.9 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

 

11


Section 6.10 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Supporting Securityholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.11 No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.12 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties; provided, however, that if any of the Supporting Securityholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signature Pages to follow]

 

12


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

 

PARENT
DREAM INVESTMENT HOLDINGS LIMITED
By:   /s/ Michael Xiangyu Chen
Name: Michael Xiangyu Chen
Title: Director

 

HOLDCO
DREAM TECHNOLOGY HOLDINGS LIMITED
By:   /s/ Michael Xiangyu Chen
Name: Michael Xiangyu Chen
Title: Director

 

[SIGNATURE PAGE TO SUPPORT AGREEMENT]


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

 

SUPPORTING SECURITYHOLDERS
DREAM DATA SERVICES LIMITED
By:  

/s/ Michael Xiangyu Chen

Name: Michael Xiangyu Chen
Title: Director
SHIPSHAPE HOLDINGS LIMITED
By:  

/s/ Jeffrey Lyndon Ko

Name: Jeffrey Lyndon Ko
Title: Director
DT01 HOLDING INTERNATIONAL LIMITED
By:  

/s/ Anfernee Song Guan

Name: Anfernee Song Guan
Title: Director
By:  

/s/ Jeffrey Lyndon Ko

Name: Jeffrey Lyndon Ko
Title: Director
THL A19 LIMITED
By:  

/s/ Martin Lau Chiping

Name: Martin Lau Chiping
Title: Authorized signatory

 

[SIGNATURE PAGE TO SUPPORT AGREEMENT]


PROMETHEUS CAPITAL (INTERNATIONAL) CO, LTD.
By:  

/s/ Sicong Wang

Name: Sicong Wang
Title: Director
ULTIMATE LENOVO LIMITED
By:  

/s/ Weiming Huang

Name: Weiming Huang
Title: Director
REDPOINT ASSOCIATES IV, L.L.C.
By:  

/s/ David Yuan

Name: David Yuan
Title: Global Partner and Managing Director
REDPOINT VENTURES IV, L.P.
By:  

/s/ David Yuan

Name: David Yuan
Title: Global Partner and Managing Director
LC FUND V, L.P.
By:  

/s/ Jiaqing Li

Name: Jiaqing Li
Title: Managing Director

 

[SIGNATURE PAGE TO SUPPORT AGREEMENT]


LC PARALLEL FUND V, L.P.
By:  

/s/ Jiaqing Li

Name: Jiaqing Li
Title: Managing Director

 

[SIGNATURE PAGE TO SUPPORT AGREEMENT]


SCHEDULE A

 

Name

  

Notice Address

  Owned Securities     Rollover Securities     % in
Holdco**
 
     Company Shares*     ADSs     Company
Options
    Company
Restricted
Shares
    Company Shares*     ADSs     Company
Options
    Company
Restricted
Shares
   
     Class A
Share
    Class B
Share
          Class A
Share
    Class B
Share
         

Dream Data Services Limited

  

c/o 16/F, A3

Building, Kexing

Science Park, 15

Keyuan Road North,

Nanshan District,

Shenzhen,

Guangdong, 518057,

People’s Republic of China

    0        28,873,610        0        0        0        0        28,873,610        0        0        0        28.8

Shipshape Holdings Limited

  

c/o 16/F, A3

Building, Kexing

Science Park, 15

Keyuan Road North,

Nanshan District,

Shenzhen,

Guangdong, 518057,

People’s Republic of China

    0        3,654,430        0        0        0        0        0        0        0        0        0

DT01 Holding International Limited

  

c/o 16/F, A3

Building, Kexing

Science Park, 15

Keyuan Road North,

Nanshan District,

Shenzhen,

Guangdong, 518057,

People’s Republic of China

    0        3,654,430        0        0        0        0        3,654,430        0        0        0        5.7


THL A19 Limited

 

Tencent Building,

Kejizhongyi Avenue,

Hi-tech Park,

Nanshan District,

Shenzhen, 518057,

People’s Republic of China

    21,520,490        17,520,490        0        0        0        21,520,490        17,520,490        0        0        0        26.9

Prometheus Capital (International) Co, Ltd.

 

1605 A Block Wanda Plaza,

93 Jianguo Road,

Chaoyang District,

Beijing, 100026,

People’s Republic of China

    2        0        462,412        0        0        2        0        462,412        0        0        4.4

Ultimate Lenovo Limited

 

10F, Tower A,

Raycom Info Tech Park, 2

Ke Xue Yuan Nan Lu,

Haidian District,

Beijing 100190,

People’s Republic of China

    1,687,500        1,687,500        0        0        0        0        0        0        0        0        0

Redpoint Associates IV, L.L.C.

 

79 Jianguo Road,

Hua Mao Center,

Tower 2, 9th Floor,

Beijing 100025,

People’s Republic of China

    2        273,090        68,272        0        0        0        0        0        0        0        0

Redpoint Ventures IV, L.P.

 

79 Jianguo Road,

Hua Mao Center,

Tower 2, 9th Floor,

Beijing 100025,

People’s Republic of China

    0        10,650,460        2,662,615        0        0        0        0        0        0        0        0

LC Fund V, L.P.

 

16F, Tower B,

Raycom Infotech

Park, No. 2

Kexueyuan South Road,

Haidian District,

Beijing 100190,

People’s Republic of China

    12,516,850        12,516,850        0        0        0        0        0        0        0        0        0

LC Parallel Fund V, L.P.

 

16F, Tower B,

Raycom Infotech

Park, No. 2

Kexueyuan South Road,

Haidian District,

Beijing 100190,

People’s Republic of China

    927,760        927,760        0        0        0        0        0        0        0        0        0

 

* The numbers of Company Shares exclude those represented by ADSs.
** Calculated on a fully-diluted basis.
EX-99.5 5 d117049dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

PRIVILEGED AND CONFIDENTIAL

STRICTLY PRIVATE AND CONFIDENTIAL

 

To:   

Dream Merger Sub Limited (the “Borrower”)

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:    Michael Xiangyu Chen

31 December 2015

Dear Sirs:

Project Dream – Commitment Letter

We, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as the mandated lead arranger (the “Mandated Lead Arranger”) and underwriter (the “Underwriter”), are pleased to set out the terms and conditions on which the Mandated Lead Arranger irrevocably commits to arrange, and the Underwriter irrevocably commits to underwrite and to provide, 100% of a term facility of US$161,000,000 (the “Facility”).

The Facility shall be used in connection with the proposed merger (the “Acquisition”) between (i) the Borrower, a limited liability company formed under the laws of the Cayman Islands for the purpose of such merger (and which is wholly-owned indirectly by the shareholder(s) of Dream Technology Holdings Limited, which direct shareholder(s) include (or will on or prior to the Closing Date include) (i) Michael Xiangyu Chen and Dream Data Services Limited, (ii) Anfernee Song Guan and DT01 Holding International Limited, (iii) THL A19 Limited, (iv) Prometheus Capital (International) Co, Ltd. and (v) Ultimate Lenovo Limited (collectively, the “Shareholders”)) and (ii) iDreamSky Technology Limited (the “Target” and 100% of the shares of the Target being the “Target Shares”), and such merger is intended to be funded in part by the proceeds of the Facility.

This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”; together with this letter and appendices attached hereto, this “Commitment Letter”). Each capitalised term defined in the Term Sheet, unless otherwise defined in this Commitment Letter or the other Underwriting Documents (as defined below), has the same meaning when used in this Commitment Letter. For purposes of the Underwriting Documents:

Business Day” means a day (other than a Saturday or Sunday) in which banks are open for general business in Beijing, the Cayman Islands, Hong Kong, London and New York.

Fee Letter” means the fee letter from the Mandated Lead Arranger and the Underwriter to the Borrower dated on or about the date of this Commitment Letter.

Target Group” means the Target and its subsidiaries from time to time.

 


Underwriting Documents” means this Commitment Letter (including the Term Sheet and other appendices to this Commitment Letter) and the Fee Letter.

 

1 COMMITMENT

 

1.1 The Mandated Lead Arranger hereby irrevocably commits to arrange, and the Underwriter hereby irrevocably commits to underwrite and to provide 100% of, the Facility on and subject solely to the terms and conditions set out in the Underwriting Documents (such respective commitments by the Mandated Lead Arranger or an Underwriter being the “Commitments” of the Mandated Lead Arranger or, as the case may be, such Underwriter). The Facility shall be made available to you on and subject to the terms set out in the Underwriting Documents.

 

1.2 The obligations of the Mandated Lead Arranger and the Underwriter are several and a failure by the Mandated Lead Arranger or an Underwriter to perform its obligations under any of the Underwriting Documents shall not affect the obligations of the Mandated Lead Arranger or any other Underwriter. No Mandated Lead Arranger or Underwriter is responsible for the obligations or liabilities of another Mandated Lead Arranger or Underwriter.

 

2 GRANT OF MANDATE

 

2.1 The Mandated Lead Arranger is hereby appointed as exclusive arranger and bookrunner of the Facility and the Underwriter is hereby appointed as exclusive Underwriter of the Facility.

 

2.2 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch confirms that it is willing to act as Facility Agent on the terms set out in the Facility Agreement.

 

2.3 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch confirms that it is willing to act as Security Agent on the terms set out in the Facility Agreement and the Intercreditor Agreement.

 

2.4 Unless and until this Commitment Letter terminates in accordance with the terms of this Commitment Letter and, subject to paragraph 12.2, you shall ensure that none of you, any other Obligor, any Group Member, any Shareholder or any Affiliate of any of the foregoing appoints, or awards any title to, any person (other than the Mandated Lead Arranger and the Underwriter) in connection with arranging and/or underwriting the Facility to fund the Acquisition (or any part thereof) without our prior written consent. Except as otherwise provided in the Underwriting Documents, no fees or compensation in connection with the Facility or any other financing to fund the Acquisition shall be payable to anyone without the prior written consent of the Mandated Lead Arranger.

 

3 INFORMATION

 

3.1 Save as disclosed in writing to the Mandated Lead Arranger or Underwriter prior to the date of this letter or prior to the date on which the relevant Information (as defined below) is provided to the Mandated Lead Arranger or Underwriter (including a Report), you hereby represent and warrant that:

 

2


  (a) (insofar as it relates to any member of the Target Group, to your knowledge) all material written (including emails but excluding, for the avoidance of doubt, the “Projections” (as defined below)) factual information that has been or will be made available to any of us by or on behalf of you or any Obligor in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, is true and accurate in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time up to and including the time when such representation or warranty is made or repeated); and

 

  (b) any financial projections and forecasts that have been or will be made available to any of us by or on behalf of you or any Obligor (the “Projections”), have been or will be prepared in good faith on the basis of recent historical information and based upon assumptions believed by you in good faith to be reasonable at the time such Projections are furnished (it being recognized by us that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material).

 

3.2 The representations and warranties set out in paragraph 3.1 are deemed to be made by you (a) on the date of this Commitment Letter and (b) (to the extent that they relate to any Information provided on or after the date of this Commitment Letter) on each date on which such Information is provided, in each case, only until the date on which the Facility Agreement is signed. When a representation is made it is made by reference to the facts and circumstances then existing.

 

3.3 You shall promptly notify the Mandated Lead Arranger in writing after becoming aware that any representation and warranty set out in paragraph 3.1 above is incorrect or misleading and agree to supplement the Information promptly from time to time to ensure that each such representation and warranty is correct in any material respect when made, provided that any purported breach shall be deemed cured once supplemental Information is provided to the Mandated Lead Arranger.

 

3.4 Notwithstanding anything to the contrary contained in this Commitment Letter, the Term Sheet or the Fee Letter, none of the making or repeating of any representation or warranty under this paragraph 3, or the accuracy of any such representation shall constitute a condition precedent to the availability and initial funding of the Facility, including, without limitation, under paragraphs 4 (Underwriting Conditions) and paragraph 5 (Certain Funds) of this Commitment Letter and Schedule 2 (Conditions Precedent) to the Term Sheet, provided that nothing shall prejudice the rights or remedies of the Mandated Lead Arranger, the Underwriter and the Lenders with respect to any breach of any such representation or warranty at any time upon or after the expiry of the Certain Funds Period and the funding of the entire amount of the Facility (irrespective of whether such breach arises prior to, upon or after the expiry of the Certain Funds Period).

 

3


4 UNDERWRITING CONDITIONS

 

4.1 Each Underwriter’s underwriting of, and its commitment to provide, 100% of the Facility is subject only to satisfaction of the following conditions:

 

  (a) execution of a Facility Agreement by you (reflecting the terms and conditions set out in the Term Sheet and with any other changes that are mutually and reasonably acceptable to you, the Mandated Leader Arranger and the Underwriter) in accordance with this letter;

 

  (b) satisfaction (or waiver) (by the Underwriter) of all express conditions to utilisation set out in this paragraph and Schedule 2 (Conditions Precedent) of the Term Sheet; and

 

  (c) in respect of the Underwriter, it not being unlawful or unlawful for the Underwriter (or any Affiliate of the Underwriter) if the Underwriter were to fund, make available and maintain its participation in the Facility and perform its obligations under the Underwriting Documents and the Facility Agreement by reason of any event or circumstance occurring after the date hereof (excluding, for the avoidance of doubt, any event of illegality or unlawfulness that has been overcome pursuant to paragraph 5.4 below and that no longer affects the Underwriter),

and upon satisfaction or waiver (by the Underwriter) of such conditions, the initial funding under the Facility shall occur.

 

5 CERTAIN FUNDS

 

5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any other Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriter in respect of the Facility, and the funding of the entire amount of the Facility on or prior to the Closing Date, are solely as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter, paragraph 37 entitled “Certain Funds” and Schedule 2 (Conditions Precedent) to the Term Sheet. For the avoidance of any doubt, there shall be no other conditions, express or implied, to the funding of the entire amount of the Facility on or prior to the Closing Date, other than those expressed in the immediately foregoing sentence of this Section 5.1.

 

5.2 Each of the Mandated Lead Arranger and the Underwriter confirms that:

 

  (a) the funding to satisfy all of its Commitments and the Facility have been approved by all of its relevant credit committees and all other relevant internal bodies of it, and it confirms that it has, or persons on its behalf have, completed all due diligence required by it in respect of the Acquisition, the Group and the Target Group and otherwise in connection with making the Facility available in connection with the Acquisition;

 

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  (b) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide the funding to satisfy all of its Commitments and fund the entire amount of the Facility; and

 

  (c) based on the applicable laws and regulations applicable as at the date of this Commitment Letter it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements).

 

5.3 The Mandated Lead Arranger and the Underwriter further confirm that the Merger Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements and the Reports (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arranger and the Underwriter, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arranger and the Underwriter (taken as a whole) as compared to the version of the document accepted by it pursuant to this paragraph), will be) acceptable to the Mandated Lead Arranger and the Underwriter (and they will procure the acceptance by each Lender) for the purposes of satisfying any of the conditions precedent in Schedule 2 (Conditions Precedent) to the Term Sheet which corresponds to that document.

 

5.4 If it becomes unlawful in any applicable jurisdiction for the Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall:

 

  (a) promptly notify you upon becoming aware of the event; and

 

  (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) underwriting in respect of the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that:

 

  (A) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and

 

  (B) such Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to it.

 

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6 EXECUTION OF FACILITY AGREEMENT

 

6.1 Each of the parties hereto undertake to negotiate in good faith, to use all reasonable commercial efforts and to allocate sufficient resources and personnel for the purposes of such negotiations, to agree the terms of, and upon such agreement shall enter into, the Facility Agreement and the other Finance Documents (required to be entered into as a condition precedent to the initial utilisation of the Facility) in all relevant capacities, as soon as reasonably practicable following countersigning of this Commitment Letter by the Borrower and in any event by or on the date falling 9 months less 10 Business Days after the date of this Commitment Letter (or such later date as may be mutually agreed by the parties hereto (each party acting reasonably)) (the “Proposed Signing Date”), subject to:

 

  (a) your signing and returning to us copies of the Underwriting Documents; and

 

  (b) entry into the Merger Agreement by the parties thereto.

 

6.2 The Mandated Lead Arranger’s and the Underwriter’s undertaking under paragraph 6.1 above shall expire on the termination or expiry of this Commitment Letter.

 

6.3 The Intercreditor Agreement and Transaction Security Documents that are required to be entered into by certain Obligors and Group Members as conditions precedent to first drawdown under the Facility Agreement shall be drafted and negotiated between each of the parties hereto in good faith and on terms consistent with the Term Sheet.

 

6.4 If, despite good faith negotiation and the use of commercially reasonable efforts, we and the Borrower are not able to agree on a term of the Facility Agreement or the Intercreditor Agreement by the Proposed Signing Date, such term will, to the extent comparable with respect to the Facility, be in the form of:

 

  (a) the current standard form Primary (Leveraged) LMA Senior Multicurrency Term and Revolving Facilities Agreement (the “LMA Precedent Facilities Agreement”) (subject to the specific terms of the Term Sheet) (including as regards the materiality, actual knowledge, grace periods, baskets, thresholds and other customary qualifications applied to the representations and warranties, undertakings, events of default and other material provisions not otherwise specified in the Term Sheet); or, as the case may be,

 

  (b) the standard form LMA Intercreditor Agreement for Leveraged Acquisition Finance Transactions (the “LMA Precedent Intercreditor Agreement” and together with the LMA Precedent Facilities Agreement, the “LMA Precedent Finance Documents”),

 

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provided that where the relevant LMA Precedent Finance Documents contain a drafting option, are silent on a particular point or the provisions of the relevant LMA Precedent Finance Documents require more than minor or technical changes in order to be incorporated into the Facility Agreement or, as the case may be, the Intercreditor Agreement, the relevant option or language shall be such option or language as is reasonably requested by the Mandated Lead Arranger (which shall generally be the options and changes that the Mandated Lead Arranger has customarily used in the past with similarly situated borrowers as the Borrower for similar financings) or if the Mandated Lead Arranger do not specify any option or language within 5 Business Days of the date of a written request by you (for such option or language), such option or language reasonably requested by you, provided that such option or language shall not be inconsistent with the Term Sheet or the Underwriting Documents.

 

7 UNDERTAKING TO PAY

 

7.1 You undertake to pay (or to procure payment) to each of the Indemnified Persons (as defined below) as soon as reasonably practicable, and in any event within 5 Business Days following demand, an amount equal to any liability, damages, cost, loss or expense (each, a “Loss”) (including reasonable and documented legal fees) incurred by the Mandated Lead Arranger, the Underwriter, the Facility Agent, the Security Agent or any of their respective Affiliates or any of their (or their respective Affiliates’) directors, officers, employees or agents (each, an “Indemnified Person”) arising out of, in connection with or based on any action, claim, suit, investigation or proceeding (in each case, whether or not any Indemnified Person is party and including any action, claim, investigation or proceeding to preserve or enforce rights) commenced, pending or threatened in relation to any Underwriting Document, the use of proceeds of the Facility or the Acquisition (whether or not made) except to the extent that such Loss resulted from (a) the gross negligence or wilful misconduct of such Indemnified Person, (b) any breach by such Indemnified Person of any term of the Underwriting Documents or any confidentiality undertaking with any Obligor or any Group Member, (c) any wilful breach by such Indemnified Person of any applicable law or (d) claims of an Indemnified Person solely against one or more other Indemnified Persons and not arising out of any act or omission by you, an Obligor, any Group Member or any Affiliate thereof.

 

7.2 You undertake to pay (or to procure payment) to each Indemnified Person on demand an amount equal to any cost or expense (including reasonable and documented legal fees) incurred by such Indemnified Person in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising out of, in connection with or based on any of the above, whether or not any Indemnified Person is a party.

 

7.3 None of the Mandated Lead Arranger or the Underwriter shall have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made under paragraph 7.1 or 7.2.

 

7.4 You agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or any of your Affiliates for or in connection with anything referred to in paragraph 7.1 except, following your agreement to the Underwriting Documents, for (a) any breach of any Underwriting Document or the Facility Agreement or (b) any such liability for losses, claims, damages or liabilities incurred by you or any of your Affiliates that in each case resulted from the gross negligence or wilful misconduct of that Indemnified Person. No Indemnified Person shall be responsible or have any liability to you or any of your Affiliates for consequential losses or damages.

 

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7.5 Each Indemnified Person shall, to the extent legally permissible and reasonably practicable and (in the determination of such Indemnified Person) not prejudicial to the interests of such Indemnified Person, consult with you in connection with the conduct of any defence in connection with any action, claim, suit, proceeding or investigation against such Indemnified Person in respect of which such Indemnified Person seeks indemnification under paragraph 7.1 or 7.2. On the date the Facility Agreement becomes effective, your obligations under this paragraph 7.5 shall terminate and be superseded by the relevant terms of the Facility Agreement and this paragraph 7.5 shall cease to have effect, (in each case) to the extent that equivalent indemnities are given by you under the Facility Agreement and provided that nothing shall prejudice any accrued rights and/or claims under this paragraph 7.5 at the time when this paragraph 7.5 is so terminated or superseded.

 

7.6 All payments to be made by you under the Underwriting Documents:

 

  (a) shall be paid in the currency specified in the Underwriting Documents (or, if not so specified, as specified in the applicable invoice(s) for such payment(s)) and in immediately available, freely transferable cleared funds to such account(s) with such bank(s) as the applicable Mandated Lead Arranger, the applicable Underwriter or the applicable Indemnified Person (as the case may be) notifies to you from time to time;

 

  (b) shall be paid without any deduction or withholding for or on account of tax (a “Tax Deduction”) unless a Tax Deduction is required by law. If a Tax Deduction is required to be made by law, the amount of the applicable payment due from you shall be increased to an amount which (after making such Tax Deduction) leaves an amount equal to such payment which would have been due if no such Tax Deduction had been required; and

 

  (c) are exclusive of any value added tax or similar charge (“Indirect Tax”). If any Indirect Tax is chargeable in respect of any such payment, you shall also and at the same time pay to the recipient of such payment an amount equal to the amount of such Indirect Tax.

 

7.7 Other than paragraph 7 (Undertaking to Pay) but only for the benefit of the other Indemnified Persons, subject always to the terms of paragraphs 16.4 (Miscellaneous) and 20 (Governing Law and Jurisdiction), this letter shall be binding upon and inure solely for the benefit of the parties and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this letter.

 

8 FEES AND EXPENSES

 

8.1 Subject to paragraph 8.3, fees shall be paid as set out in the Fee Letter.

 

8.2 It is expressly understood and acknowledged by all parties that notwithstanding any other provision of any Underwriting Document, no fees, costs or expenses will be required to be paid by you or any of your Affiliates (subject to paragraphs 7 and 8.3) under the Underwriting Documents in connection with the Facility unless and until the date of first utilisation of the Facility occurs.

 

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8.3 You shall, within 5 Business Days of written notice from any of us or our legal advisors, pay (or procure payment of) all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees) incurred by any of us or the Facility Agent or the Security Agent or any of our or their respective Affiliates in connection with the negotiation, preparation, printing and execution of any Underwriting Document or any Finance Document, subject to:

 

  (a) cap(s) on legal fees as separately agreed between you and the Mandated Lead Arranger and the Underwriter (or between you and the applicable legal counsel of the Mandated Lead Arranger and the Underwriter); and

 

  (b) any cap on our or the Facility Agent’s or Security Agent’s or any of our or their respective Affiliates’ out-of-pocket expenses separately agreed between you and each of us or the Facility Agent or Security Agent (as applicable),

in each case, including any caps that are agreed to apply in the event that no utilisation is made under the Facility Agreement.

 

8.4 Your obligations under paragraph 8.3 above shall be effective whether or not the Facility Agreement is signed or any utilisation is made thereunder and whether or not the Closing Date occurs.

 

9 CONFIDENTIALITY

 

9.1 The parties acknowledge that the terms and conditions of the Underwriting Documents are confidential and are not to be disclosed to or relied upon by anyone else, except disclosure of such terms and conditions or a copy of any of them is permitted to the extent made as follows:

 

  (a) to the Target Group and the current direct or indirect owners and management of the Target Group or any of their Affiliates and their respective officers, directors, employees, investors and advisors or any of their Affiliates on a “need to know” and confidential basis for purposes of the Acquisition;

 

  (b) to your, any Shareholder’s, the Mandated Lead Arranger’s, any of the Underwriter’s, the Facility Agent’s or the Security Agent’s Affiliates or to any of their or their Affiliates’ respective officers, directors, employees, investors, auditors, agents and advisors on a “need to know” and confidential basis for purposes of the Acquisition and/or the Facility;

 

  (c) to any person to the extent required by law, regulation, rule or applicable governmental, regulatory or administrative authority (including any applicable stock exchange) or court, or required pursuant to any legal, arbitral or administrative proceedings or process;

 

  (d) to the Special Committee of the Target and its professional advisers (in the case of any Fee Letter, being a customarily redacted copy thereof);

 

9


  (e) in connection with the establishment of any due diligence defence;

 

  (f) in connection with any preservation or enforcement of rights under any Underwriting Document; or

 

  (g) by any of the Mandated Lead Arranger or the Underwriter on a “need to know” and confidential basis to any potential Lender looking to participate in the Facility who has been made aware of and agrees to be bound by the obligations under this paragraph 9, on condition that such Mandated Lead Arranger or such Underwriter shall not disclose to any potential Lender any information regarding fees payable under the Fee Letter.

 

9.2 Notwithstanding anything to the contrary in any Underwriting Document, on the date the Facility Agreement become effective, the obligations of the Mandated Lead Arranger and the Underwriter under this paragraph 9 shall automatically terminate and be superseded by the terms of the Facility Agreement.

 

9.3 For the avoidance of doubt, the provisions of this paragraph 9 do not supersede any other confidentiality or non-disclosure agreement or undertaking by any of us or our respective Affiliates or our or their respective representatives in favour of any of the Shareholders, the Target or their respective Affiliates (whether directly or indirectly through a back-to-back or similar agreement).

 

10 NO ANNOUNCEMENTS

Each of the parties shall not make, and shall cause each of its Affiliates not to make, any public announcement regarding the Acquisition or the Facility without the prior consent of each of the other parties (such consent not to be unreasonably withheld or delayed), except to the extent required by law, regulation or applicable governmental or regulatory authority (including any applicable stock exchange). On and after the date on which the Acquisition is publicly announced or disclosed, each of the Mandated Lead Arranger and the Underwriter shall have the right, at its own expense, to disclose its participation in the Facility, including without limitation, the placement of “tombstone” advertisements in financial and other newspapers, journals and in marketing materials.

 

11 OTHER ROLES

 

11.1 You acknowledge that each of the Mandated Lead Arranger, the Underwriter and Affiliates of any or all of the foregoing may provide debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or your Affiliates may have conflicting interests regarding the transactions contemplated by the Underwriting Documents, the Acquisition and otherwise.

 

11.2 You and each of the Mandated Lead Arranger and the Underwriter acknowledge that the Mandated Lead Arranger or any Affiliate thereof, or any Underwriter or any Affiliate thereof, may act in more than one capacity in relation to the transactions contemplated by the Underwriting Documents and/or the Acquisition, and may have conflicting interests in respect of such different capacities.

 

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11.3 None of the Mandated Lead Arranger or the Underwriter shall use confidential information obtained from you or any of your Affiliates by virtue of the transactions contemplated by the Underwriting Documents or its other relationships with you and your Affiliates in connection with the performance by it of services for other companies, or furnish any such information to any such other companies.

 

11.4 You acknowledge that none of the Mandated Lead Arranger or the Underwriter has any obligation to use in connection with the transactions contemplated by the Underwriting Documents or the Acquisition, or to furnish to you or any of your Affiliates, confidential information obtained from any other source.

 

11.5 You further acknowledge that each of the Mandated Lead Arranger, the Underwriter and their respective Affiliates (the “MLA Parties”) is or may be a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each MLA Party may provide investment banking and other financial services to any person, and/or acquire, hold or sell (at its sole discretion), for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, any Obligor, any member of the Target Group, any of the Shareholders and other companies or entities with which any Obligor, any member of the Target Group or any of the Shareholders may have commercial or other relationships.

 

11.6 You further acknowledge and agree that you are responsible for making your own independent judgment with respect to the transactions contemplated by the Underwriting Documents and the process leading thereto. Additionally, you acknowledge and agree that none of the Mandated Lead Arranger or the Underwriter has advised or is advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by the Underwriting Documents.

 

12 ASSIGNMENT OR TRANSFER

 

12.1 The Borrower may not assign or transfer any of its rights or obligations under the Underwriting Documents without the prior written consent of the MLA Parties.

The MLA Parties may not assign or transfer any of their rights or obligations under the Underwriting Documents except in favour of an Affiliate of the MLA Parties or as expressly permitted by the Underwriting Documents which shall be notified to the Borrower at least five (5) Business Days before such assignment or transfer.

 

12.2 If, prior to the execution of the Facility Agreement, the Mandated Lead Arranger or any Underwriter is in material breach of any of its obligations under the Underwriting Documents and has failed to remedy the same within 5 Business Days of written notice by you to the Mandated Lead Arranger or such Underwriter in respect of such breach, you shall have the right by notice in writing to replace the Mandated Lead Arranger or such Underwriter (the “Defaulting MLA”) with any bank or financial institution (the “Replacement MLA”) selected by you and who confirms its willingness to assume and does assume all the obligations of such Defaulting MLA (in its capacity as Mandated Lead Arranger and as Underwriter) under the Underwriting Documents, provided that such Defaulting MLA must be replaced by such Replacement MLA both in its capacity as Mandated Lead Arranger and as Underwriter. Upon such replacement, each of the parties hereto shall execute amendments to the Underwriting Documents solely to give effect to the replacement and substitution of such Defaulting MLA by such Replacement MLA (pursuant to which such Replacement MLA shall assume all of the rights and obligations of such Defaulting MLA under the Underwriting Documents) and the cessation of such Defaulting MLA as a Mandated Lead Arranger and an Underwriter, provided that (for the avoidance of doubt) such amendments shall not seek to vary the commercial substance of any of the terms of the Underwriting Documents. The Mandated Lead Arranger and Underwriter agree that notwithstanding any replacement of a Defaulting MLA, the Borrower shall reserve and be able to exercise at any time all rights and remedies against that Defaulting MLA in respect of the relevant material breach of the Underwriting Documents.

 

 

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12.3 If the Underwriter transfers any portion of its Commitment under the Facility prior to funding of the entire amount of the Facility on the Closing Date:

 

  (a) if the transferee defaults in its obligation to provide its pro rata share of the Facility then the Underwriter which has made the transfer agrees to provide the amount of the Facility that the defaulting transferee was obliged to provide up to the amount that the Underwriter had transferred to such transferee; and

 

  (b) the Underwriter shall retain exclusive control over all rights and obligations with respect to its Commitments, including all rights with respect to consents, modifications and amendments, until the later of the Closing Date and the date that the entire amount of the Facility has been funded, unless you agree otherwise in writing.

 

13 PERIOD OF OFFER

The offer by the Mandated Lead Arranger and the Underwriter set out in this Commitment Letter (the “Offer”) shall remain in effect until 5 p.m., Hong Kong time on the date falling 14 Business Days after the date of this Commitment Letter (as may be extended by all of the Mandated Lead Arranger and the Underwriter in writing), at which time it will automatically expire unless before then the Mandated Lead Arranger and the Underwriter have received your written agreement to and written acceptance of each Underwriting Document.

 

14 TERMINATION

 

14.1 Subject to paragraph 15 (Survival), this Commitment Letter shall terminate with immediate effect upon the earlier of:

 

  (a) the Mandated Lead Arranger or the Underwriter giving you notice terminating its obligations under the Underwriting Documents, provided that such notice may only be given if:

 

  (i) the Merger Agreement is terminated or ceases to be in full force and effect, in each case, in accordance with its terms;

 

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  (ii) the Closing Date does not occur by the date falling nine months after the date of the Merger Agreement;

 

  (iii) the Closing Date does not occur by the date falling nine months after the date of your countersignature of this letter; or

 

  (b) the date on which the Offer expires (without being accepted) in accordance with paragraph 13 (Period of Offer).

 

14.2 You shall promptly notify the Mandated Lead Arranger and the Underwriter of any withdrawal by you or any of your Affiliates of your or its offer for the Target Shares or merger with the Target, the abandonment of the Acquisition or the occurrence of any event or circumstance falling within paragraph 14.1(a)(i).

 

14.3 Subject to paragraph 15 (Survival), this Commitment Letter shall terminate on the date the Facility Agreement becomes effective and the initial funding of the entire amount of the Facility on the Closing Date.

 

15 SURVIVAL

 

15.1 The terms of paragraph 2 (Grant of Mandate), paragraph 3 (Information), paragraph 5 (Certain Funds), paragraph 6 (Execution of Facility Agreement) (insofar as it relates to any Finance Document that is to be executed after execution of the Facility Agreement and that has not yet been entered into), paragraph 7 (Undertaking to Pay) (to the extent specified in paragraph 7.5), paragraph 8 (Fees and Expenses), paragraph 9 (Confidentiality) (to the extent of your obligations thereunder), paragraph 10 (No Announcements) to paragraph 12 (Assignment or Transfer) and this paragraph 15 to paragraph 20 (Integration) inclusive shall survive and continue after the date the Facility Agreement becomes effective. For the avoidance of doubt, upon execution of the Facility Agreement and the initial funding of the entire amount of the Facility, the Commitments of the Underwriter shall be superseded by their respective commitments and obligations under the Facility Agreement.

 

15.2 Without prejudice to paragraph 15.1, paragraph 8 (Fees and Expenses) to paragraph 20 (Integration) inclusive shall survive and continue after any termination or expiry of any Underwriting Document, whether as a result of paragraph 13 (Period of Offer), paragraph 14 (Termination) or otherwise.

 

16 MISCELLANEOUS

 

16.1 No waiver or amendment of any provision of any Underwriting Document shall be effective unless it is in writing and signed by all of the parties to this Commitment Letter. For the avoidance of any doubt, no consent of any other party shall be required for any such waiver or amendment except for the direct parties to this Commitment Letter.

 

16.2 The failure by the Mandated Lead Arranger and the Underwriter to exercise or any delay by the Mandated Lead Arranger and the Underwriter in exercising any right or remedy shall not constitute a waiver of such right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy shall preclude any further exercise thereof, or the exercise of any other right or remedy. Except as expressly provided in the Underwriting Documents, the rights and remedies of the Mandated Lead Arranger and the Underwriter contained in the Underwriting Documents are cumulative and not exclusive of any rights or remedies provided by law.

 

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16.3 Except for any Indemnified Person, a person who is not a party to this Commitment Letter has no right to enforce or to enjoy the benefit of any term of this Commitment Letter. The Commitments are given for your benefit only and may not be relied upon by any other person.

 

16.4 Unless expressly provided to the contrary in an Underwriting Document, this letter shall be binding upon and inure solely for the benefit of the parties and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this letter.

 

16.5 None of the provisions of any Underwriting Document constitute the Mandated Lead Arranger or any Underwriter a fiduciary, advisor or agent of the Borrower, any Obligor, any Group Member or any Affiliate of any of the foregoing.

 

17 COUNTERPARTS

Each Underwriting Document may be executed in any number of counterparts, and this has the same effect as if the signatures and/or execution on such counterparts were on a single copy of such Underwriting Document.

 

18 NOTICES

 

18.1 Any communication to be made under or in connection with any Underwriting Document shall be made in writing and, unless otherwise stated, may be made by fax or letter.

 

18.2 Notices and communications to be given to you by the Mandated Lead Arranger or the Underwriter under any Underwriting Document shall be sent to:

 

Name:

   Dream Merger Sub Limited

Address:

  

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:

   Michael Xiangyu Chen

Fax:

   +86-755-8653-0126

with a copy (which shall not constitute notice) to:

 

Name:

   Kirkland & Ellis

Address:

  

26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road, Central

Hong Kong

 

Attention:

   David Zhang / Jesse Sheley

Fax:

   +852-3761-3301

 

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or such other address and/or details as may from time to time be notified by you to each of the Mandated Lead Arranger and the Underwriter.

 

18.3 Notices and communications to be given by you to the Mandated Lead Arranger or the Underwriter under any Underwriting Document shall be sent to:

(in the case of Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch)

 

Name:

   Shanghai Pudong Development Bank Co., Ltd.,Shanghai Branch

Address:

   No.588 South Pudong Road, Shanghai, China

Attention:

   Gu Erzhou

Fax:

   +86 21 68767676

Email:

   guez@spdb.com.cn

or such other address and/or details as may from time to time be notified by the Mandated Lead Arranger to you.

 

19 GOVERNING LAW AND JURISDICTION

 

19.1 This Underwriting Documents (including the agreement constituted by your acknowledgement of its terms) and any obligations arising out of or in connection with it are governed by the laws of the State of New York in all respects without regard to any conflict of laws rules thereof. The parties hereto intend that the provisions of Section 5-1401 of the New York General Obligations Law shall apply to this letter and the transactions contemplated thereby.

 

19.2 The courts of the State of New York have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this letter or the transactions contemplated hereby including any dispute relating to any other obligation arising out of or in connection with this letter or the transactions contemplated hereby or regarding the existence, validity or termination of any Underwriting Document.

 

19.3 Without prejudice to any other mode of service allowed under any relevant law:

 

  (a) the Borrower irrevocably appoints Law Debenture Corporate Services Inc. as its agent for service of process in relation to any proceedings before the New York courts in connection with any Underwriting Document;

 

  (b) the Mandated Lead Arranger and Underwriter irrevocably appoints Law Debenture Corporate Services Inc. as its agent for service of process in relation to any proceedings before the New York courts in connection with any Underwriting Document;

 

  (c) the parties to this letter agree that failure by a process agent to notify the relevant appointee of the process will not invalidate the proceedings concerned; and

 

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  (d) the parties to this letter agree that service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action, proceeding, claim or counterclaim brought in any court.

 

19.4 If any person appointed as an agent for service of process for a party to this letter is unable for any reason to act as that party’s agent for service of process, the relevant party to this Commitment Letter must promptly (and in any event within 10 Business Days of such event taking place) appoint another such agent on terms reasonably acceptable to, in the case of an appointment by you, the Mandated Lead Arranger and Underwriter and, in the case of an appointment by the Mandated Lead Arranger or the Underwriter, by you. Failing this, the Mandated Lead Arranger and Underwriter, in the case of a failure by you to appoint another such agent, or you, in the case of the Mandated Lead Arranger or the Underwriter failing to appointment such other agent, may appoint another agent for the relevant party for this purpose.

 

20 INTEGRATION

 

20.1 The Underwriting Documents set out the entire agreement between you, the Mandated Lead Arranger and the Underwriter as to arranging and underwriting the Facility and supersede any prior oral and/or written understandings or arrangements relating to the Facility or the financing of the Acquisition.

 

20.2 Each of the parties hereto agrees that each of the Underwriting Documents is a binding and enforceable agreement with respect to the subject matter contained herein or therein (including an obligation to negotiate in good faith), in each case subject to and in accordance with the terms of the Underwriting Documents.

 

21 PATRIOT ACT

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-57 (signed into law October 26, 2001) (the “PATRIOT Act”), each of the Mandated Lead Arranger, the Underwriter and the Lenders is required to obtain, verify and record information that identifies each Obligor, which information includes the name, address, tax identification number and other information regarding each Obligor that will allow such Mandated Lead Arranger, Underwriter or Lender to identify each Obligor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to the Mandated Lead Arranger, the Underwriter and the Lenders.

If you agree to the above, please sign, date and return to the Mandated Lead Arranger the enclosed copies of this Commitment Letter and the Fee Letter prior to the time specified in paragraph 13 (Period of Offer). We look forward to working with you on this transaction.

Yours faithfully,

 

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[Signature Page to the Commitment Letter]

For and on behalf of

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD., SHANGHAI BRANCH

as Mandated Lead Arranger

[Company chop is affixed]

 

/s/ Wang Xinhao

Name:   Wang Xinhao
Title:   President

 

17


[Signature Page to the Commitment Letter]

For and on behalf of

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD., SHANGHAI BRANCH

as Underwriter

[Company chop is affixed]

 

/s/ Wang Xinhao

Name:   Wang Xinhao
Title:   President

 

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[Signature Page to the Commitment Letter]

We agree the terms set out above.

Date: 31 December 2015

For and on behalf of

Dream Merger Sub Limited

 

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

 

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ANNEX A

SUMMARY TERMS AND CONDITIONS – OFFSHORE TERM FACILITY

 

1.    Holdco:    Dream Technology Holdings Limited, a special purpose company incorporated under the laws of the Cayman Islands and wholly owned, directly or indirectly, by the Sponsors and other co-investors.
2.    Parent:    Dream Investment Holdings Limited, a special purpose company incorporated under the laws of the Cayman Islands and wholly owned, by Holdco.
3.    Mergerco:    Dream Merger Sub Limited, a special purpose company incorporated under the laws of the Cayman Islands and wholly owned, directly, by the Parent.
4.    Target:    iDreamsky Technology Limited, a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Global Select Market.
5.    Group:    Mergerco (or, on and after the Closing Date, the Target) and each of its subsidiaries from time to time (each, a “Group Member”).
6.    WFOE Entities    Beijing Chuangmeng Wuxian Technology Co., Ltd. LOGO and LOGO
7.    VIE Entities    Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. LOGO , Shenzhen iDreamSky Technology Co., Ltd LOGO and Shenzhen Mengyu Technology Co., Ltd LOGO
8.    Target Group:    Target and its subsidiaries from time to time, including for the avoidance of doubt each VIE Group Member (each, a “Target Group Member”).
9.    Founders:    Mr. Michael Xiangyu Chen and Anfernee Song Guan
10.    Sponsors:    1.    The Founders, Dream Data Services Limited, DT01 Holding International Limited, THL A19 Limited, Promethevs Capital (International) Co., Ltd. Ultimate Lenovo Limited and/or their respective designated parties;
      2.    any Approved Investor that has become a shareholder of Holdco immediately prior to the Closing Date; and
      3.    any other investor(s) designated by the Borrower (in writing to the Mandated Lead Arranger prior to the Closing Date) and that have become shareholder(s) of Holdco immediately prior to the Closing Date (“Co-investors”).
      Approved Investors” means persons named in a list of investors agreed in writing between the Borrower and the Mandated Lead Arranger acting reasonably on or prior to the date of the Commitment Letter.

 

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11.    Mandated Lead Arranger:    Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch
12.    Underwriter:    Shanghai Pudong Development Bank Co., Ltd, Shanghai Branch
13.    Acquisition:    The merger of Mergerco and the Target in accordance with the Agreement and Plan of Merger between the Parent, Mergerco and the Target (the “Merger Agreement”) and the Merger Plan, with the Target being the surviving company resulting from such merger.
14.    Closing Date:    The Merger Effective Date.
15.    Borrower:    Mergerco and (including on and from the Closing Date) the Target.
16.    Guarantors:   

With effect from the date of the Facility Agreement: the Parent.

 

After the Closing Date: subject to the Security Principles, all offshore Group Member and any WFOE excluding IDS Investment Holdings Limited and its Subsidiaries.

17.    Facility Agent:    Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch
18.    Security Agent:    Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch
19.    Lender:    Shanghai Pudong Development Bank Co., Ltd, Shanghai Branch (the “Lender” and together with the Mandated Lead Arranger, the Underwriter, the Facility Agent, the Security Agent and any other “Finance Party” as defined in the Facility Agreement, the “Finance Parties”).
20.    Facility:   

US$161,000,000 term facility.

 

The Facility will be available for utilisation in the form of a single loan (the “Loan”).

21.    Currencies:    The Facility may only be drawn down in USD.
22.    Upfront Fees:    As set out in the Fee Letter.
23.    Facility Agent Fee:    None.
24.    Security Agent Fee:    None.
25.    Drawdown Date:    The date of the first drawdown under the Facility occurs (the date of such drawdown being the “Drawdown Date”).
26.    Purpose:    To (i) finance part of the Merger Consideration and (ii) finance the payment of fees, costs, expenses and taxes in relation to the Acquisition (including fees, costs, expenses and taxes in relation to the Facility) and (iii) fund the DSRA.

 

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27.    Security:    The Facility shall initially be secured by first ranking security to be provided to the extent possible, subject to the security principles set out in Schedule 3 (Security Principles) (the “Security Principles”), as follows:
      (i)    Debenture over all assets of the Parent (including account charge over the Offshore Dividend Account of the Parent);
      (ii)    Debenture over all assets of the Mergerco (including account charge over the Offshore Dividend Account and DSRA of the Mergerco);
      (iii)    Share Charge over 100% of the Equity Interests in the Parent;
      (iv)    Share Charge over 100% of the Equity Interests in Mergerco;
      (v)    Share Charge over 100% of the Equity Interests in the Target (effective upon the Closing Date);
      (vi)    Debenture over all assets of the Target (including account charge over the Offshore Dividend Account and DSRA of the Target) (effective upon the Closing Date);
      (vii)    Debenture over all assets of iDreamSky Technology (HK) Limited (including account charge over the Offshore Dividend Account of iDreamSky Technology (HK) Limited) (effective upon the Closing Date); and
      (viii)    as soon as reasonably practicable and in any event within an agreed time frame after the Closing Date (the “CS Deadline”) or such other time frame to be agreed, (i) Share Charges over 100% of the Equity Interest in Group Members that are guarantors and in offshore Material Subsidiaries; (ii) Share Charges over 100% of the Equity Interest in each WFOE Entity.
      Subject to the Security Principles, if the Permitted Restructuring occurs after the Closing Date, the security package may change as reasonably agreed by the Borrower and Lender.

 

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28.    Material Subsidiary:    Material Subsidiary” means (a) any Group Member that is a Guarantor; (b) each Group Member identified as a Material Subsidiary on the Group Structure Chart (as defined below); and (c) each other Group Member:
      (i)    whose gross assets or revenue (calculated on an unconsolidated basis if such subsidiary has any subsidiaries and (in the case of revenue) excluding intra-Group items) are 5% or more of the consolidated gross assets or revenue of the Group (such calculation to be tested quarterly taking into account any adjustments necessary to reflect any acquisitions and disposals and establishment of Group Members since the applicable financial statements of the Group); or
      (ii)    which holds or owns, directly or indirectly, any Equity Interest in any subsidiary described in paragraph (i) above.
29.    Original Obligors:    The Borrower and the Parent.
30.    Obligors:    The Borrower and the Guarantors.
31.    Tenor:    2 years from the Drawdown Date (the “Termination Date”).
32.    Availability Period:    Subject to “Certain Funds” below, from and including the signing date of the Facility Agreement until the earliest of (i) the date falling 9 months after the date of the Merger Agreement, (ii) the date falling 9 months after the date of the Commitment Letter is countersigned by the Borrower (iii) completion of the Acquisition and (iv) the date on which the Acquisition or the Merger Agreement is terminated or otherwise lapses or is withdrawn or abandoned, in each case in accordance with its terms. The Facility shall be utilised by way of a single Loan.
33.    Interest Rate:   

2.90% per annum plus        0 to 24

applicable LIBOR.

34.    Default Interest Rate:    Default interest will be payable on overdue amounts at a rate which is 2% per annum above the applicable interest rate.
35.    Interest Period:    3 months (or such other period as agreed between all of the Lenders and the Borrower).
36.    Repayment:   

The Borrower shall repay the Facility in full on the Termination Date.

 

Amounts repaid or prepaid under the Facility shall not be available for re-borrowing.

 

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37.    Certain Funds:    The Facility will be made available until the end of the Certain Funds Period subject only to the following conditions (the “Certain Funds Conditions”):
      (i)    satisfaction or waiver (by the Facility Agent) of the conditions precedent specified under “Conditions Precedent to Drawdown under the Facility” below; it being acknowledged that there are no other conditions (other than the operative conditions in this section which constitute Certain Funds Conditions) to the drawdown of the Facility;
      (ii)    no Change of Control as described under “Mandatory Prepayment” below but excludes any events or circumstances relating to the Target and/or its Subsidiaries at any time prior to the end of the Certain Funds Period;
      (iii)    no supervening unlawfulness in respect of a Lender’s ability to lend or participate in the Loan;
      (iv)       there being no Event of Default continuing:
         (a)    as a result of a misrepresentation by Mergerco or the Parent in any material respect in respect of its status, power and authority in respect of Finance Documents only, binding obligations in respect of Finance Documents only, validity and admissibility in evidence in respect of Finance Documents only, holding company, the Merger Documents, the Shareholder Documents, ownership of shares and assets charged under the Transaction Security Documents (to which Mergerco/the Parent is a party, other than (for the avoidance of doubt) shares to the Target), shares subject to Transaction Security (limited to shares in Mergerco), pari passu ranking of payment obligations and (to the extent it relates to complying with the applicable laws, regulations and sanctions only) sanctions/anti-money laundering/anti-corruption/anti-terrorism (each, a “Major Representation”);
         (b)    as a result of a breach by Mergerco or the Parent of its obligations in respect of itself under the undertakings on negative pledge, financial indebtedness, merger/reorganisation, loans and credit, guarantees and indemnities, Restricted Payments, acquisitions, JVs, holding company, disposals, amendments to waivers/adverse consents under (or termination/assignment of) Merger Documents, and, (to the extent it relates to complying with the applicable laws, regulations and sanctions only) sanctions/anti-money laundering/anti-corruption/anti-terrorism; or

 

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         (c)    in respect of non-payment, insolvency and insolvency related events (other than balance sheet insolvency), unlawfulness and invalidity in respect of Finance Documents only, repudiation and rescission of in respect of Finance Documents only, creditors’ process or expropriation in relation to Mergerco or the Parent; and
      (v)    delivery of the applicable utilisation request in accordance with the provisions of the Facility Agreement.
     

For such purpose “Certain Funds Period” means the period from the date of the Facility Agreement to the earlier of (A) the last day of the Availability Period applicable to the Facility and (B) the date on which the Loan is made under the Facility.

 

During the Certain Funds Period and notwithstanding any other provision, agreement, representation or circumstance, each of the Finance Parties agrees that the drawdown under the Facility will be made subject only to satisfaction (or waiver by the Facility Agent) of the Certain Funds Conditions and that no rights (including rights of set-off, counterclaim, acceleration or other similar rights) of the Finance Parties will be exercised and no Lender will be entitled to refuse to participate in or make available the Loan, cancel a lending commitment, rescind, terminate or cancel the Facility or the Facility Agreement, in each case to the extent that it could affect or prevent the making of the drawdown or its application for its permitted purpose if the Certain Funds Conditions are satisfied or waived by the Facility Agent. After the expiry of the Certain Funds Period, all rights and remedies of the Finance Parties shall be available for use and preserved (whether those relate to events or circumstances occurring or subsisting during, or prior to, on or after the expiry of, the Certain Funds Period) even though they may not be available during the Certain Funds Period.

 

To the extent the perfection of any security interest in any security pursuant to any Debenture listed in paragraph 27 entitled “Security” is not or cannot be achieved on the Drawdown Date (other than delivery of certificated equities issued by entities other than Target and any of its subsidiaries), after your use of commercially reasonable efforts to do so, then the perfection of the security interest in such security shall not constitute a condition precedent to the availability of the Facility on the Drawdown Date, but instead shall be required to be delivered after the Drawdown Date pursuant to arrangements and timing to be mutually agreed by the Lender and the Borrower acting reasonably.

 

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38.    [Reserved]    [Reserved]
39.    Voluntary Cancellation:    Notwithstanding the Availability Period of the Facility, the Borrower may, on not less than 3 Business Days’ notice, cancel all or part of the unutilised amount of the Facility above a minimum amount to be agreed (provided that any such cancellation of the Facility shall be subject to provision of satisfactory evidence that the Borrower will have sufficient funds to consummate the Acquisition and pay for all of the Pro Forma Uses (as defined in Schedule 2 (Conditions Precedent)). Such cancelled amount shall not be available for re-borrowing.
40.    Voluntary Prepayment:    The Borrower may, on not less than 5 Business Days’ notice, prepay all or any part of the Facility at any time during its tenor, (but if in part, being a minimum amount of US$500,000), without penalty but subject to payment of break funding costs (which shall exclude the margin and will reflect the cost of funding of each Lender as certified by such Lender, but shall not in any event exceed the Interest Rate).
41.    Mandatory Prepayment:   

In this section:

 

Qualified IPO” means the listing or admission to trading on any stock or securities exchange or market of any shares or securities of an Onshore Group Member as approved by the Lender, or any sale or issue by way of listing, flotation or public offering (or any equivalent circumstances) of any shares or securities of such Onshore Group Member in the PRC (the person whose shares or securities are the subject of such listing, admission to trading, flotation or public offering being the “IPO Entity”).

      (i)    Change of Control: Upon a Change of Control the Facility is to be repaid and cancelled in full. A “Change of Control” is where:
         (a)    Prior to an IPO: the Founders (taken as a whole) ceasing to own (directly or indirectly) more than 30% of the total voting power or issued share capital of the Holdco or the IPO Entity (as applicable); or THL A19 Limited (or its Affiliates) (taken as a whole) ceasing to own (directly or indirectly) more than 20% of the total voting power or issued share capital of the Holdco or the IPO Entity (as applicable), other than the exceptions as agreed by the parties under the Facility Agreement; or unless otherwise agreed by the Lender, the Founders no longer have the ability (directly or indirectly) to appoint or remove a majority of the directors of the Holdco;

 

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         (b)    Following an IPO, Change of Control shall have the meaning as defined or given to that term in the listing rules or regulations of the relevant stock exchange;
         (c)    Holdco does not or ceases to wholly own beneficially, directly or indirectly, all the Equity Interests in the Parent, does not or ceases to have the right (directly or indirectly) to appoint all of the board of directors of the Parent or does not or ceases to beneficially own 100% of the economic interests in the Parent;
         (d)    at any time before the Closing Date, the Parent does not or ceases to wholly own beneficially, directly or indirectly, 100% of the Equity Interests in Mergerco, does not or ceases to have the right (directly or indirectly) to appoint all of the board of directors of Mergerco or does not or ceases to beneficially own 100% of the economic interests in Mergerco;
         (e)    at any time on or after the Closing Date, the Parent does not or ceases to beneficially own, directly or indirectly, 100% of the Equity Interests in the Target, does not or ceases to have the right (directly or indirectly) to appoint all of the board of directors of the Target or does not or ceases to beneficially own 100% of the economic interests in the Target.

 

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      (ii)   

Disposals, Insurance and Acquisition Claims Proceeds:

 

The Borrower shall ensure the Facility is prepaid with:

         (a)    all net after-Tax cash proceeds received or recovered by any Group Member or Obligor as a result of certain only Permitted Disposals to be agreed and to the extent that such proceeds have not been applied or contractually committed to be applied in the purchase of other operating assets for use in the business of the Group within 12 months of receipt or recovery (and if committed to be applied in that period, are applied within 18 months of receipt and any proceeds resulting from a Permitted Restructuring (such proceeds that are so applied or committed to be applied and subsequently so applied being “Excluded Disposal Proceeds”);
         (b)    the net cash proceeds of any insurance claim or series of related insurance claims (not relating to third party liability, business interruption, loss of earnings, public liability, personal injury, workers’ compensation, directors’ and officers’ liability or similar claims) received or recovered by any Group Member or Obligor in respect of any loss or destruction of assets, to the extent not applied or contractually committed to be applied in meeting: (A) third-party claims (giving rise to such claim); (B) covering operating losses of the Group, or reinstatement of the relevant asset, (in each case) the subject of such claim; or (C) the purchase of replacement assets or other operating assets to be used in the business of the Group, in each case applied within 12 months of receipt or recovery (and if committed to be applied in that period, are applied within 18 months of receipt) (such proceeds that are so applied or committed to be applied and subsequently so applied being “Excluded Insurance Proceeds”); and

 

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         (c)    the net cash proceeds (received or recovered by any Group Member or the Parent) of any warranty claim (or any refund or return of consideration) under the Merger Agreement and/or Reports, to the extent not applied or contractually committed to be applied in rectifying the deficiency leading to such recovery, meeting third-party claims or the reinstatement or replacement of relevant assets of the Group (the subject of such claim, refund or return of consideration) or the purchase of other operating assets to be used in the business of the Group within 12 months of receipt or recovery (and if committed to be applied in that period, are applied within 18 months of receipt) (such proceeds that are so applied or committed to be applied and subsequently so applied being “Excluded Recovery Proceeds”),
        

in each case, to the extent of the excess over an aggregate threshold for each limb of US$3,000,000 (or its equivalent) per Financial Year and, in the case of paragraph (a) above, US$2,000,000 (or its equivalent) per disposal provided that, the Excluded Disposal Proceeds shall not excess over an aggregate threshold for US$5,000,000 (or its equivalent) per Financial Year.

 

If any Report is not addressed to the Borrower, the person(s) to whom such Report is addressed will enter into Report Proceeds Letter(s) pursuant to which such person(s) undertake to inject the proceeds of any claim under or in respect of such report (through the Parent) into the Borrower, and such proceeds shall be subject to mandatory prepayment in accordance with the foregoing.

      (iii)    Permitted Restructuring: certain agreed proceeds received from the Permitted Restructuring as set out in Schedule 4 (Permitted Restructuring).
      (iv)    Lender Illegality: customary illegality mandatory prepayment provisions in respect of illegality. A Lender’s commitment shall be cancelled and its share of the Loan prepaid or transferred at par to another person.

 

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      (v)    Prepayments subject to law:
         (a)    To the extent that and for so long as any amount required to be applied towards mandatory prepayment of the Facility pursuant to paragraph (iii) constitutes a Trapped Amount, there will be no obligation to apply such Trapped Amount towards such mandatory prepayment. Each of the Obligors shall, and shall procure that the Group will, undertake to use all reasonable endeavours to overcome any restrictions and limitations and/or minimise any costs of prepayment giving rise to a Trapped Amount. If at any time such restrictions or limitations are removed or the amount no longer constitutes a Trapped Amount, the applicable amount will be applied in prepayment of the Facility at the end of each then current Interest Period (or, if an Event of Default is continuing, immediately) to the extent that such prepayment has not otherwise been made. The application of any Trapped Amount will be monitored through the certification noted in (b) below.
         (b)    To the extent that any amount to be applied towards any such mandatory prepayment constitutes Trapped Amount, each Obligor shall procure that an amount equal to such Trapped Amount must be retained by the Group and deposited into a blocked account opened with the Facility Agent (or an affiliate of the Facility Agent as specified by the Facility Agent) subject to an account control agreement satisfactory to the Security Agent (acting reasonably). Such Trapped Amount may not be utilised (other than for application towards mandatory prepayment of the Facility).
         (c)    To the extent that any Group Member holds any available cash (not constituting new shareholder injections, Retained Disposal Proceeds, Retained Insurance Proceeds and Retained Recovery Proceeds (each aforementioned definition to be agreed based on the Documentation Principles)) that may be applied towards mandatory prepayment of the Facility in lieu of any Trapped Amount, each Obligor shall procure that such cash shall be applied towards mandatory prepayment of the Facility in lieu of such Trapped Amount (and to the extent of such mandatory prepayment, such Trapped Amount shall be released from the requirement under (b)).

 

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      (vi)    [Intentionally omitted]
      (vii)    Prepayment Account: Amounts which are required to be applied in prepayment of the Facility under paragraphs (i), (iii) and (iv), above shall be paid into an offshore prepayment account of the Borrower opened with the Facility Agent secured in favour of the Security Agent (the “Offshore Mandatory Prepayment Account”) pending their application in accordance with such paragraph (which shall in any event be no later than the end of the then current Interest Period for the Loan), provided that if an Event of Default is continuing, all such amounts shall be applied towards mandatory prepayment of the Facility immediately.
42.    General:    Any prepayment shall be made with accrued interest on the amount prepaid and, subject to break funding costs (which shall exclude the margin and reflect the cost of funding of each Lender as certified by such Lender, but shall not in any event exceed the Interest Rate), without premium or penalty.
43.    DSRA:   

The Borrower will open a secured bank account with the Facility Agent (the “DSRA”) and (i) deposit and maintain at all times an amount equal to the interest accruing under the Facility for the next Interest Period and (ii) (in addition to amounts required under (i)) deposit each interest and principal amount (with respect only to the amount repayable to the Lender on the Termination Date) falling due under the Facility, in each case, at least 15 days prior to its due date. Without prejudice to the rights of the Security Agent, amounts in the DSRA may not be withdrawn/applied by the Borrower (other than for direct transfer to the Facility Agent for payment of interest and/or the applicable repayment instalment payable under the Facility).

 

In the case where the Borrower does not otherwise have sufficient funds to ensure that (i) and (ii) above are satisfied, the Borrower shall procure that shareholder resolutions and (if required) board resolutions of Shenzhen iDreamSky Technology Co., Ltd, the WFOE Entities and iDreamSky Technology (HK) Limited be passed to procure and approve sufficient dividends or other distributions be declared and paid by Shenzhen iDreamSky Technology Co., Ltd, the WFOE Entities and iDreamSky Technology (HK) Limited so that the Borrower receives amounts that are sufficient to ensure that (i) and (ii) above are satisfied.

 

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44.    Conditions Precedent to Drawdown under the Facility:    As set out in Schedule 2 (Conditions Precedent).
45.    Conditions Subsequent:    To consist of the following only:
         (i)    occurrence of the Closing Date (as defined in this Term Sheet) and the “Closing Date” as defined in the Merger Agreement on or prior to the Drawdown Date (Cayman Islands time);
         (ii)    within 2 Business Days after the Drawdown Date (Cayman Islands time), (A) a copy of the application letter to register Merger Plan, stamped by the Registrar of Companies in the Cayman Islands (the “ROC”) and (B) a certified true copy of the Plan of Merger;
         (iii)    within 5 Business Days after the Drawdown Date, a copy of the certificate of merger issued by the ROC in connection with the Acquisition;
         (iv)    a copy of the constitutional documents of the Target as the surviving company, and a legal opinion of Cayman Islands counsel to the Lenders on the obligations of the Target under the Finance Documents;
         (v)    post-closing guarantees and security from Group Members as required in the “Security” and “Guarantors” sections, all deliverables required to be delivered thereunder, accession of applicable Group Members to Finance Documents including the Intercreditor Agreement, conditions precedent relating to such Group Members/guarantees/security (including corporate authorisations, and legal opinions of counsel to the Lenders);
         (vi)    execution and delivery of the Shareholder Documents (except if delivered as conditions precedent);
         (vii)    the cash accounts of the Target Group established with the Facility Agent prior to the Closing Date shall be subject to the escrow arrangement between the Facility Agent and the relevant account holders;

 

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         (viii)    all the cash accounts of the Target Group shall be established with (or moved to) the Facility Agent; and subject to the escrow arrangement between the Facility Agent and the relevant account holders;
         (ix)    Shenzhen iDreamSky Technology Co., Ltd shall establish a dividend account with the Facility Agent with which any and all dividends and other distributions made or paid by any Onshore Group Member (that is a Subsidiary of Shenzhen iDreamSky Technology Co., Ltd Entity) to Shenzhen iDreamSky Technology Co., Ltd shall be deposited);
         (x)    each WFOE Entity shall establish a dividend account with the Facility Agent, with which any and all dividends and other distributions (under VIE arrangement or otherwise) made or paid by Shenzhen iDreamSky Technology Co., Ltd and/or any other Onshore Group Member (that is a Subsidiary of such WFOE Entity) to such WFOE Entity shall be deposited) (together with the dividend account opened under item (viii) collectively referred to as the “Onshore Dividend Accounts”); and
         (xi)    each Offshore Group Member shall establish a dividend account with the Facility Agent, with which any and all dividends and other distributions made or paid by any other Group Member (that is a Subsidiary of such Offshore Group Member) to such Offshore Group Member shall be deposited) (the “Offshore Dividend Accounts”);
         (xii)    within 5 Business Days after the Drawdown Date, if applicable, evidence that any process agent appointed under a Finance Document has accepted its appointment as agent for service of process; and
         (xiii)    within 5 Business Days after the Drawdown Date, the Group Structure Chart (which shows the post-Merger ownership structure of the Group and assumes that the Closing Date has occurred).
46.    Drawdown:    Drawdown of the Facility shall be made with 2 Business Days’ prior notice (or such shorter period as may be agreed by the Lenders). A drawdown request in respect of the Facility (each, a “Drawdown Request”) shall be submitted to the Facility Agent by the Borrower. Such Drawdown Request shall not contain any other conditions precedents (including certifications as to there not being a Default or Event of Default or the making of any other representations and warranties) other than those conditions precedents specified in Schedule 2 (Conditions Precedent) and paragraph 37 entitled “Certain Funds”.

 

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47. Financial Covenants

 

  1. The Borrower shall ensure that the profitability of the Group on or after the Closing Date to be no less than certain target levels to be agreed by the parties in the Facility Agreement.

 

  2. The following financial covenants shall be tested annually on a rolling 12-month basis (except for the Adjusted Quick Ratio shall be tested quarterly on a rolling 3-month basis.), with the first such test to occur as of the end of the first full financial year after the Initial Drawdown Date (the “First Financial Covenant Test Date”):

 

     2015      2016      2017      2018      2019      2020      2021      2022      2023  

LOGO Adjusted Quick Ratio

     2x         1.5x         1.2x         1.2x         1.2x         1.2x         1.2x         1.2x         1.2x   

Leverage Ratio

     5x         4x         2.5x         1.5x         1x         1x         1x         1x         1x   

Debt Coverage Ratio

     2x         1x         1.2x         1.5x         2x         2x         2x         2x         2x   

Leverage Ratio: Total Net Debt to EBITDA in respect of each Relevant Period ending on or after the First Financial Covenant Test Date

Debt Coverage Ratio: EBITDA-Tax Payable LOGO -Cash Dividend Payable LOGO - Interest Expense LOGO /S/T Loan LOGO +CPLTD LOGO +Interest Expense LOGO

Relevant Period” means each period of 12 months ending on the First Financial Covenant Test Date and its anniversary dates.

Total Net Debt” means, at any time, the aggregate amount of all obligations of Group Members for or in respect of financial indebtedness (on a consolidated basis) at that time.

Definitions relating to financial covenants shall be agreed and finalised in the Facilities Agreement.

 

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  3. The Capital Expenditure of the Group in the relevant periods ending on the date in the following table may not be greater than the limits (“Limits”) allocated in the following table. If the Capital Expenditure of the Group in any given year is less than the Limit for that year, then the Limit for next year shall be increased by an amount equivalent to the difference between the actual Capital Expenditure and the Limit for the previous year. Amounts shown below are denomiated in RMB (000’s).

 

   The Borrower shall have an ability to cure if any of the above financial covenants set out in paragraph 1, 2 or 3 are not met.

 

     12/31/2016      12/31/2017      12/31/2018      12/31/2019      12/31/2020      12/31/2021      12/31/2022  

Capital Expenditure

     200,000         230,049         228,653         250,000         300,000         299,056         350,405   

 

48.    Representations:    Each Obligor in respect of itself and each Group Member (unless otherwise stated below) will make only the representations set out below (except as disclosed in the Company SEC filings and the Company Disclosure Schedule and subject to qualifications, exceptions, materiality to be agreed and to such other qualifications as are agreed to reflect due diligence and management review and the Documentation Principles):
      (a)    status;
      (b)    binding obligations subject to legal reservations and perfection requirements (that are not overdue);
      (c)    non-conflict with:
         (i)    subject to legal reservations, any applicable law or regulation in any material respect;
         (ii)    its constitutional documents; or
         (iii)    any other agreement or instrument to an extent which has or would reasonably be expected to have a Material Adverse Effect;
      (d)    power and authority;
      (e)    validity and admissibility in evidence subject to legal reservations and perfection requirements (that are not overdue);
      (f)    subject to legal reservations, governing law and enforcement;
      (g)    insolvency or insolvency proceedings in relation to any Obligor or any Material Company;

 

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      (h)    no Tax deductions;
      (i)    no filing or stamp Taxes save for complying with the applicable perfection requirements;
      (j)    no Event of Default is continuing and no default is outstanding under any other document to the extent which has or would reasonably be expected to have a Material Adverse Effect;
      (k)    no misleading information:
         (i)    to each Obligor’s knowledge and belief (after due and careful enquiry), the factual information (other than information of a general economic nature) contained in the Reports was true and accurate in all material respects as at the date on which the information is expressed to be given and all expressions of opinion or intention provided by or on behalf of any Obligor or any Group Member in the Reports were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were, in the opinion of the relevant Obligor or Group Member, based on reasonable grounds;
         (ii)    the financial projections contained in the Base Case Model have been prepared on the basis of recent historical information as was available to the Sponsors and on the basis of fair and reasonable assumptions (in each case, as at the date of preparation) (it being understood that projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Group and that no assurances can be given that such projections will be realised);
         (iii)    to each Obligor’s knowledge and belief (after due and careful enquiry) no event or circumstance has occurred or arisen and no information has been omitted from the Reports and no information has been given or withheld that results in the information, forecasts or projections contained in the Base Case Model being untrue or misleading in any material respect as at their stated date (it being understood that projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Group and that no assurances can be given that such projections will be realised); and

 

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         (iv)    any other written factual information provided by or on behalf of any Obligor or any Group Member to a Finance Party (or its agents or advisors) pursuant to any express provision of a Finance Document is, taken as a whole, true, complete and accurate in all material respects and is not misleading in any material respect (in each case) as at the date on which such information is so provided;
      (l)    no Obligor is aware that the Original Financial Statements were not prepared in all material respects in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Mandated Lead Arranger in writing to the contrary prior to the date of the Commitment Letter or disclosed in the Reports;
      (m)    no Obligor is aware that the Original Financial Statements do not give a true and fair view (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are prepared only for management purposes) of the financial condition and results of operations of the applicable entity (to which such Original Financial Statements relate) during the period to which such Original Financial Statements relate unless expressly disclosed to the Mandated Lead Arranger in writing to the contrary prior to the date of the Commitment Letter;
      (n)    there has been no material adverse change in the assets, business or financial condition of the Group (taken as a whole) since 30 September 2015;
      (o)    the most recent financial statements delivered:
         (i)    have been prepared in accordance with the Accounting Principles; and

 

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         (ii)    give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are prepared only for management purposes) the consolidated financial condition and consolidated results of operations for the Group for the period to which they relate, subject to (in the case of unaudited statements) customary year-end adjustments;
      (p)    no proceedings pending or threatened which are reasonably likely to be adversely determined and which, if adversely determined, are reasonably likely to affect the consummation of the Acquisition or the utilisation of the Facility;
      (q)    no proceedings pending or threatened which are reasonably likely to be adversely determined and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;
      (r)    no breach of laws which has or would reasonably be expected to have a Material Adverse Effect;
      (s)    no labour dispute which has or would reasonably be expected to have a Material Adverse Effect;
      (t)    no breach of environmental laws and no environmental claims which has or would reasonably be expected to have a Material Adverse Effect;
      (u)    no Group Member/Obligor is materially overdue (taking into account any extension or grace period) in filing its Tax returns, or is overdue in payment of Taxes (except where (i) such payment is being contested in good faith and adequate reserves are being maintained for those Taxes and (ii) failure to pay those Taxes does not have and is not reasonably likely to have a Material Adverse Effect), no Tax claims, or investigations; and Tax residency;
      (v)    ownership of shares and assets charged under the Transaction Security Documents;

 

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      (w)    shares subject to Transaction Security (fully paid-up and not subject to any option to purchase or similar rights or any third party rights or competing interests, no restriction on creation of Transaction Security or transfer upon enforcement of Transaction Security);
      (x)    no security interests or financial indebtedness other than Permitted Financial Indebtedness and, subject to the legal reservations and the perfection requirement that are not overdue, the Transaction Security has the ranking it is expressed to have;
      (y)    sufficient title to, or valid leases or licences of, and all necessary authorisations to use, the assets necessary to carry on its core business as presently conducted where failure to do so would reasonably be expected to have a Material Adverse Effect;
      (z)    the Merger Documents provided to the Facility Agent contain all the material terms of the Acquisition; no amendment/waiver/adverse consent thereunder (which would reasonably be expected to be materially adverse to the Finance Parties) (the acceptance of any disclosure under or pursuant to any Merger Document, other than those set out in the Company Disclosure Schedule, being deemed to constitute a waiver) and no termination/assignment (other than assignment under the Transaction Security);
      (aa)    the Shareholder Documents are consistent with the Shareholder Terms except for differences that could not reasonably be expected to be materially adverse to the Finance Parties (provided that no such differences shall result in any merger control filing with or anti-trust clearance from MOFCOM or any other applicable governmental agency being required); no termination; no material amendment/waiver;
      (bb)    the Holdco, the Parent and Mergerco are each holding companies, subject to permitted holding company activity;
      (cc)    (with respect to the Target Group, so far as each Obligor is aware) the Group Structure Chart shows all Group Members and contains a description of the corporate structure of the Group which is true, accurate and complete in all material respects (in each case assuming completion of the Acquisition);

 

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      (dd)    subject to legal reservations, pari passu ranking of payment obligations (except for obligations mandatorily preferred by law applying to companies generally);
      (ee)    Federal Reserve regulations;
      (ff)    pensions subject to Material Adverse Effect qualifier/no employee benefit plan covered by Title IV of ERISA;
      (gg)    compliance with SAFE rules;
      (hh)    intellectual property rights subject to Material Adverse Effect qualifier; and
      (ii)    sanctions, anti-money laundering, anti-corruption and anti-terrorism.
      All representations will be given by the Obligors on the date of the Facility Agreement, on the date of the Drawdown Request, on the Drawdown Date and on the Closing Date. Representations shall be repeated as follows:
      (i)    paragraphs (a) to (f), (k)(iv) (with respect to information provided since the last time such representation was made), (v) to (z), (dd) and (ii) above on each interest payment date; and
      (ii)    paragraph (o) above on the date of delivery of the relevant financial statements.
     

A representation is made by reference to the facts and circumstances existing at the time.

 

All representations relating to the Target Group that are expressed to be qualified by reference to the knowledge of any Obligor and that are given on or prior to the Closing Date shall be given to the knowledge and belief of management (having made due and careful enquiry) of such Obligor which will not include the knowledge or belief of the management of the Target Group.

 

Where any representation is stated to be subject to the awareness of the Borrower, it will be made after such due and careful enquiry as is practicable in the context of the Acquisition.

 

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49.   Information Undertakings:    Borrower shall supply each of the following commencing on the Closing Date:
     (a)    as soon as reasonably practicable but in any event within 120 days (or 150 days in the first Financial Year ending after the Closing Date) of the end of each of its Financial Years the audited consolidated financial statements for the Group for that Financial Year (each, “Annual Financial Statements”);
     (b)    as soon as reasonably practicable but in any event within 60 days of the end of each quarterly financial period the consolidated unaudited financial statements for the Group for that quarterly financial period (each, “Quarterly Financial Statements”) provided that the quarterly financial statements for the financial quarter ending 31 December in each financial year will only be required to be provided with the annual audited consolidated financial statements delivered in accordance with paragraph (a) above for that financial year (and not earlier);
     (c)    as soon as it becomes available, but in any event within 60 days after the start of each of its Financial Years, an annual budget of the Group for that Financial Year commencing with the first Financial Year commencing after the Closing Date (each, an “Annual Budget”);
     (d)    promptly upon becoming aware of the details of any litigation, labour dispute, environmental claim, arbitration or administrative proceeding which, if adversely determined, would be reasonably likely to have a Material Adverse Effect;
     (e)    any material non-compliance or breach of a Merger Document;
     (f)    all information provided to its creditors generally (other than in the ordinary course of business and not relating to adverse circumstances) and all information required by law to be provided to its shareholders generally; and
     (g)    promptly on request of the Facility Agent/Security Agent, such further information regarding (a) the financial condition, assets and operations of the Group as any Finance Party acting through the Facility Agent may reasonably request and (b) assets subject to Transaction Security.

 

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The periods for delivery of both the Quarterly Financial Statements and the Annual Budget shall be extended by 15 Business Days and the scope of financial statements will reflect current reporting practices of the Target Group until the date which is 6 months from Closing Date.

 

The Borrower shall promptly notify the Facility Agent of any default under the Finance Documents (each, a “Default”) which is continuing on it becoming aware of that Default and, following request by the Facility Agent, certify that no Default is continuing (or, if a Default is continuing, certify what steps are being taken to remedy such Default).

 

Provisions will be included relating to reconciliation and/or adjustment to financial statements on a change of accounting basis or reference date to give all parties comparable protection.

 

Customary undertakings relating to the provision by the Obligors of information reasonably requested for any “know your customer” checks required to be carried out by the Finance Parties shall be included.

 

The Borrower may satisfy its obligations to deliver information to those Lenders who agree by posting such information onto an electronic website subject to agreed parameters.

50.   General Undertakings:   

Undertakings shall be limited to the following as set out below (subject to such qualifications and exceptions as are agreed to reflect the current leveraged finance market, due diligence, management review and the Documentation Principles) in respect of each Obligor and, where applicable, in relation to the Group:

 

Authorisations and compliance with laws

        (a)    authorisations (subject to legal reservations and perfection requirements which will be complied with in accordance with the terms thereof) where failure to do so has or would reasonably be expected to have a Material Adverse Effect);
        (b)    compliance with laws where failure to do so has or would reasonably be expected to have a Material Adverse Effect;
        (c)    environmental compliance where failure to do so has or is reasonably likely to have a Material Adverse Effect; and

 

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        (d)    taxation (except where (i) payment of the applicable Tax is being contested in good faith and adequate reserves are being maintained for such Tax and (ii) failure to pay such Taxes does not have and is not reasonably likely to have a Material Adverse Effect).
     Restrictions on business focus
        (e)    restriction on merger/reorganisation except for certain customary permitted transactions (collectively the “Permitted Transactions”);
        (f)    no substantial change of core business of the Group taken as a whole;
        (g)    restriction on acquisitions except for exceptions to be agreed including acquisitions made with funds received from the investors and other customary acquisitions (collectively “Permitted Acquisitions”);
        (h)    restriction on Joint Ventures except for customary joint venture arrangements to be agreed (collectively “Permitted Joint Ventures”); and
        (i)    restriction on activities of holding companies (including the Parent and the Borrower).
    

Restrictions on dealing with assets and security interests

        (j)    preservation of assets for core business where failure to do so has or would reasonably be expected to have a Material Adverse Effect;
        (k)    subject to legal reservations, pari passu ranking except for obligations mandatorily preferred by law applicable to companies generally;
        (l)    payments of amounts payable and preservation of rights and pursuit of claims in connection with the Merger Documents where the directors believe (acting reasonably) that the pursuit of that claim is commercially advantageous and appropriate;
        (m)    restriction on security interest over the equity interest of any Onshore Group Member in favour of any person (other than the Lender or its Affiliates);

 

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        (n)    restriction on security interests and Quasi-Security other than, among other things, (i) security interests securing the obligations arising under the Facility and permitted refinancing thereof, (ii) any security interest (other than security interests on the security interests for the Facility) of the Target and/or its Subsidiaries incurred prior to the Closing Date and are permitted to remain outstanding under the Merger Agreement, (iii) liens on equipment or fixed assets that are subject to permitted purchase money indebtedness or capital leases in each case permitted to be incurred as Permitted Financial Indebtedness, (iv) security interests (other than security interests on the security interests for the Facility) securing Acquired Indebtedness, provided that such security interests were not created in contemplation of the applicable acquisition, (v) security interests (other than security interests on the security interests for the Facility) securing Refinancing Indebtedness, to the extent the financial indebtedness being refinanced was secured, (vi) a general security interests basket in an amount of an amount to be agreed, (vii) Financial Indebtedness incurred pursuant to the Permitted Restructuring and (viii) other customary exceptions (collectively “Permitted Security”);
        (o)    restriction on disposals with exceptions to include (i) asset sales the proceeds of which are applied to prepay the Loan, (ii) disposals made pursuant to the Permitted Restructuring, and (iii) the transfer of an agreed percentage of the shareholding in any group company for the purposes of satisfying management incentive schemes (collectively “Permitted Disposals”); and
        (p)    material transactions with the Sponsors or their affiliates to be on arm’s length terms or better except for certain agreed customary permitted payments (collectively “Permitted Payments”) and Permitted Transactions.
    

Restrictions on movements of cash – cash out

        (q)    restriction on loans or credit except for customary exceptions (collectively the “Permitted Loans”);

 

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        (r)    restriction on guarantees or indemnities except for customary exceptions (collectively the “Permitted Guarantees”);
        (s)    restriction on dividends and share redemption, other payments to any shareholder of the Parent or any of the Sponsors and their respective Affiliates and payments under subordinated debt (collectively, “Restricted Payments”) except for certain customary rights to make distributions, including (i) customary distributions and/or payments to pay tax liabilities and overhead expenses of any direct or indirect parent, to the extent that such payments cover taxes that are attributable to the activities of the Borrower or its Subsidiaries, (ii) payment of legal, accounting and other ordinary course corporate overhead or other operational expenses of any such parent not to exceed an amount to be agreed in any financial year and (iii) constituted by any part of the Permitted Restructuring (collectively “Permitted Distributions”); and
        (t)    Restriction on placing any revenue of any Group Member with a bank other than the Facility Agent.
    

Restrictions on movements of cash – cash in

        (u)    restriction on the incurrence of financial indebtedness except for (i) financial indebtedness under the Finance Documents and any permitted refinancings thereof, (ii) non-speculative hedging transactions, (iii) the working capital loan in the amount of RMB110,000,000 advanced by the Lender to Shenzhen iDreamSky Technology Co., Ltd LOGO , (iv) purchase money indebtedness and capital leases in an amount to be agreed with the Mandated Lead Arranger, (v) indebtedness of an acquired company on terms and in amounts to be agreed with the Mandated Lead Arranger (“Acquired Indebtedness”), (vi) refinancings of permitted financial indebtedness, subject to customary limitations, a general debt basket of an amount to be agreed with the Mandated Lead Arranger which may be secured to the extent permitted as Permitted Security (“Refinancing Indebtedness”), (vii) financial indebtedness incurred pursuant to the Permitted Restructuring and (viii) other customary exceptions, including intra-group indebtedness, provided that the VIE Entities may only incur term financings with the Mandated Lead Arranger or an Affiliate subject to exceptions as agreed by the Mandated Lead Arranger; and

 

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        (v)    share capital - restriction on issuance of share capital except for certain agreed share issuances, including pursuant to share incentive schemes on terms to be agreed and/or pursuant to the Permitted Restructuring (collectively “Permitted Share Issues”), and restrictions against agreements or arrangements (other than the Finance Documents) that limit/restrict dividends distributions from subsidiaries/other Group Members.
     Equity Financing
        (w)    execution of term sheet with external investors (with qualification to the reasonable satisfaction of the Lenders) by a time period as agreed by the Mandated Lead Arranger, which should contemplate equity financing in the amount of no less than USD 100,000,000 (the “Equity Financing”); completion of the Equity Financing and Qualified IPO by a time period as agreed by the Mandated Lead Arranger; if failure to complete the Equity Financing and Qualified IPO by the end of such time period, entering into good faith discussion with the Lender with an aim to secure external equity financing to repay the outstanding loan, failing which the Lender may declare Default and accelerate the Loan;
     Accounts
        (x)    moving all major revenue accounts and/or cash collection accounts of all Group Members to the Facility Agent or its affiliates and cancellation of such major revenue accounts or cash collection accounts with other banks to the effect that all cash receipts derived from revenue of the Group are collected into accounts opened with the Facility Agent or its affiliates; and
        (y)    maintenance of all account escrow and cash pooling arrangement as requested by Facility Agent and documented in the Financing Documents;

 

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Miscellaneous

        (z)    sourcing onshore commercial bank loans together with equity funding (including proprietary funds and external equity investment) in an amount not less than 40% of the total outstanding amount under the Financing Documents so as to pay down the outstanding amounts under the Financing Documents; the above equity funding amounts shall be deposited with the Lender; the above commercial bank loan and equity funding shall be pooled into offshore escrow account of the Borrower opened with the Lender and applied exclusivity towards repayment of outstanding amounts under the Financing Documents;
        (aa)    maintenance and funding of the DSRA as set out in the “DSRA” section above;
        (bb)    insurance to be maintained against those material risks and to the extent usual for companies carrying on the same or substantially similar core business with reputable insurers;
        (cc)    pensions funded to the extent required by local law and regulations where failure to do so would have or be reasonably likely to have a Material Adverse Effect; no employee benefit plan covered by Title IV of ERISA;
        (dd)    while an Event of Default is continuing or the Facility Agent or Security Agent reasonably suspects that an Event of Default may have occurred, access for the Facility Agent, the Security Agent and their representatives and professional advisers on reasonable notice during normal business hours, provided that all information obtained as a result of such access shall be subject to the confidentiality restrictions set out in the Facility Agreement;
        (ee)    intellectual property to be maintained if failure to do so would reasonably be expected to have a Material Adverse Effect;
        (ff)    Merger Documents, including restrictions on amendments/waivers/adverse consents in relation to the Merger Documents that would reasonably be expected to be materially adverse to the interests of the Finance Parties (taken as a whole);

 

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     (gg)    compliance with Shareholder Terms, restrictions on amendments/waivers/adverse consents in relation to the Shareholder Documents that would reasonably be expected to be materially adverse to the interests of the Finance Parties (taken as a whole) or that would result in any merger control filing with or anti-trust clearance from MOFCOM or any other applicable governmental agency in the PRC being required, no termination;
     (hh)    restriction on changes to constitutional documents of any Group Member over whose Equity Interests Transaction Security is given that is or would reasonably be expected to be materially adverse to the interests of the Finance Parties;
     (ii)    comply with applicable financial assistance laws;
     (jj)    no speculative treasury transactions;
     (kk)    accession of Guarantors and provision of Transaction Security;
     (ll)    further assurance subject to the Security Principles;
     (mm)    SAFE Rules;
     (nn)    Federal Reserve regulations;
     (oo)    sanctions, anti-money laundering, anti-corruption and anti-terrorism;
     (pp)    no change in accounting reference date;
     (qq)    deposit of any and all dividends and other distributions made by iDreamSky Technology (HK) Limited, any other Offshore Group Member (excluding IDS Investment Holdings Limited and its Subsidiaries) into dividend accounts of Offshore Group Members established with the Facility Agent that are subject to Transaction Security (and no withdrawals shall be made from any such dividend account except for transfers between such dividend accounts of Offshore Group Members that are subject to Transaction Security or for direct payment to the Facility Agent for application towards payments under the Finance Documents);

 

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        (rr)    deposit of any and all dividends and other distributions made by any Onshore Group Member into dividend accounts of Onshore Group Members established with the Facility Agent;
        (ss)    no change of more than 25% of the Equity Interest in Holdco as compared to the position as at the Closing Date without the Majority Lenders’ consent;
        (tt)    the auditors of the Borrower and the Group will be one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche (or any local affiliate or amalgamation of the same or their successor) or any other auditor approved in advance by the Majority Lenders (such approval not to be unreasonably withheld, delayed or conditioned); and
        (uu)   

any Permitted Subsidiary Capital Transfer and any Permitted Founders Capital Transfer shall be approved by the Mandated Lead Arranger in advance. If the subscription or purchase price payable by any new investor under a Permitted Subsidiary Capital Raising (expressed as a price per 1% of equity interests in the IPO Entity) is less than an amount equal to 70% of the Per Percentage Merger Consideration, such Permitted Subsidiary Capital Raising shall be approved by the Mandated Lead Arranger (acting reasonably) in advance.

 

Permitted Subsidiary Capital Transfer” means a transfer of ordinary shares by any of Group Member in the IPO Entity prior to the IPO, in each case to persons other than the Sponsors, Obligors and Group Members.

 

Permitted Founders Capital Transfer” means a transfer of ordinary shares by any of the Founders or any investment entity controlled by Tencent in the IPO Entity prior to the IPO, in each case to persons other than their respective Affiliate.

 

Permitted Subsidiary Capital Raising” means an issue of ordinary shares by the IPO Entity prior to the IPO, in each case in favour of persons other than Obligors and Group Members.

 

Per Percentage Merger Consideration” means the aggregate consideration payable in respect of the Acquisition, when expressed as a price per 1% of shares in the Target as at the Closing Date.

 

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51.   Events of Default:    The following events (subject to agreed grace periods, materiality thresholds and exceptions and the Documentation Principles) only:
     (i)    Non-Payment: An Obligor fails to pay any amount of principal or interest or any other moneys payable pursuant to the Finance Documents unless in the case of principal and interest, failure to pay is caused by administrative or technical error by any Finance Party and payment is made within a grace period of 3 Business Days; or (b) in the case of any other payment, payment is made within a grace period of 5 Business Days;
     (ii)    Other Obligations: Any of the other terms and conditions of the Finance Documents are breached subject to a 20 Business Day remedy period (provided that such remedy period does not apply to terms and conditions relating to the establishment and funding of the DSRA and satisfaction of conditions subsequent (if any));
     (iii)    Misrepresentation: Any representation or warranty made by or on behalf of any Obligor is untrue in any material respect subject to a 20 Business Day remedy period where the underlying facts or circumstances are capable of remedy;
     (iv)    Cross-Default: Any Obligor or Group Member defaults under any financial indebtedness subject to a threshold of US$5,000,000 (or its equivalent in other currencies) and excluding intra-group items;
     (v)    Insolvency: Any Obligor or Material Subsidiary is unable to pay its debts as they become due, or is deemed to or declared to be unable to pay its debts under applicable law or, by reason of actual or anticipated financial difficulties, suspends or threatens to suspend making payments on any of its debts or commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness, or a moratorium is declared in respect of its indebtedness;

 

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     (vi)    Insolvency Proceedings: Any corporate action, legal proceedings or other procedure or formal step for suspension of payments/moratorium/winding- up/administration/reorganisation/striking off of any Obligor or any Material Subsidiary (including any Chapter 11 proceedings), or any composition/compromise/ assignment/arrangement with any of its creditors by reason of financial difficulties, the appointment of any liquidator/receiver/trustee/similar officer in respect of any Obligor or any Material Subsidiary or its assets or enforcement of security/execution or any form of levy against any asset of any Obligor or any Material Subsidiary;
     (vii)    Creditors’ Process: Execution or any form of action is levied or taken against any assets of any Obligor or any Material Subsidiary save where the aggregate value of the affected assets (for any and all such executions and actions) is less than US$10,000,000 (or its equivalent in other currencies) or such process is shown to be frivolous or vexatious and discharged within 20 Business Days);
     (viii)    Unlawfulness and Invalidity: It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents (unless unlawfulness not materially adverse to the interests of the Finance Parties and is remedied within 20 Business Days) or any Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be legal, valid, binding and (subject to the legal reservations and perfection requirements (which are not overdue)) enforceable;
     (ix)    Intercreditor Agreement: Any party (other than an Obligor or a Finance Party) fails to comply with the terms of, or makes a misrepresentation under, any material provision of the Intercreditor Agreement, any applicable account control agreement or Report Proceeds Letter (other than any Report provider party to such Report Proceeds Letter) where the interests of the Lenders are, or would reasonably be expected to be, materially prejudiced by such failure;
     (x)    Cessation of Ongoing Business: Any Obligor or Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business, subject to agreed exceptions including solvent reorganisations that are Permitted Transactions;

 

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     (xi)    Change of Ownership: An Obligor (other than the Borrower and the Parent) ceases to be wholly owned by the Borrower or any Ownership Percentage in any Material Subsidiary is reduced, unless otherwise expressly permitted by the Finance Documents (including pursuant to the Permitted Restructuring);
     (xii)    Audit Opinion is Qualified: The opinion of the auditors of the Annual Financial Statements is qualified in a manner which is materially adverse to the interests of the Finance Parties;
     (xiii)    Expropriation: The authority or ability of any Obligor or any Material Subsidiary to conduct its business is materially limited or substantially curtailed by any seizure, expropriation or nationalisation which has or would reasonably be expected to have a Material Adverse Effect;
     (xiv)    Repudiation: Any Obligor (or, to the extent party to a Finance Document, a person that is not a Finance Party) rescinds or purports in writing to rescind or repudiates or purports to repudiate in writing a Finance Document or any of the Security, or evidences an intention in writing to rescind or repudiate a Finance Document or any Security, or any Obligor party to the Merger Agreement rescinds or purports in writing to rescind or repudiates or purports in writing to repudiate the Merger Agreement, where to do so has or would be reasonably likely to have a material adverse effect on the interests of the Finance Parties (taken as a whole) under the Finance Documents;
     (xv)    Litigation: Litigation proceedings are commenced against any Obligor or Group Member by any third party that are reasonable likely to be adversely determined, and if so adversely determined, would reasonably be expected to have a Material Adverse Effect;
     (xvi)    Final Judgment: Failure to comply with any final judgment or order by any Obligor or any Group Member unless the aggregate amount failed to be paid by any or all of the Obligors and Group Members under any one or more such judgments or orders is less than US$10,000,000 (or its equivalent in other currencies), (B) such judgment is being appealed against in good faith through appropriate proceedings and adequate reserves for such liability have been set aside in cash or (C) such failure is remedied within 20 Business Days;); and

 

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     (xvii)    Material Adverse Change: Occurrence of any event(s) or circumstance(s) which have/has, individually or in the aggregate, a Material Adverse Effect.
    

A Default or an Event of Default is “continuing” if it has not been remedied or waived.

 

On the occurrence of Event of Default which is continuing, the Lender shall have customary remedy, including but not limited, acceleration of loan, blocking any payment of all escrow accounts, setting off account balance in the relevant escrow accounts opened with the Lender with the outstanding amounts under the Financing Documents.

52.   Clean-up Period:    During the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable), any breach of a representation or an undertaking or any Default which solely arises with respect to (in the case of the Clean-up Period) any Target Group Member or (in the case of the Additional Acquisition Clean-up Period) a newly acquired Group Member acquired from a third party pursuant to the applicable Permitted Acquisition, shall not constitute an Event of Default or allow acceleration, provided that such breach or default (i) is capable of being remedied within the Clean-up Period or the Additional Acquisition Clean-up Period (as applicable) and reasonable steps are being taken to cure it and further (ii) does not have a Material Adverse Effect and was not procured or approved by an Obligor, (iii) does not exist at the end of the Clean-up Period or the Additional Acquisition Clean-up Period, as applicable, and (iv) does not relate to:
     1.    defaults relating to (i) breach of undertakings listed in 2 below, (ii) misrepresentation for representations listed in 3 below, (iii) insolvency and insolvency related events, (iv) unlawfulness/invalidity/repudiation of Finance Documents and (v) change of ownership;
     2.    breaches of undertakings relating to (i) authorisations (for the Facility), (ii) ranking, (iii) financial assistance, (iv) Guarantors, Transaction Security and further assurance, (v) sanctions, anti- money laundering, anti-corruption and anti-terrorism, (vi) the Merger Documents, (vii) the Shareholder Documents, (viii) the DSRA and (ix) conditions subsequent; and

 

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     3.    misrepresentations for representations on (i) status, (ii) binding obligations, (iii) non-conflict, (iv) power and authority, (v) validity and admissibility in evidence, (vi) governing law and enforcement, (vii) insolvency or insolvency proceedings, (viii) sanctions, anti-money laundering, anti-corruption and anti-terrorism, (ix) ranking, (x) ownership of shares and assets charged under Transaction Security Documents, (xi) shares subject to Transaction Security Documents, (xii) Merger Documents and (xiii) the Shareholder Documents.
     Clean-up Period” shall mean the period from the Closing Date to the date falling 60 days thereafter.
     Additional Acquisition Clean-up Period” shall, in relation to any Permitted Acquisition of any Future Acquisition Target (that becomes a Group Member after the Closing Date pursuant to such Permitted Acquisition), mean the period from which such Permitted Acquisition is consummated to the date falling 60 days thereafter.
53.   Material Adverse Effect:    Means an event or circumstance that has a material adverse effect on:
     (a)    the business, operations, assets or financial condition of the Group (taken as a whole);
     (b)    the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents; or
     (c)    (i) subject to applicable legal reservations and perfection requirements which are not overdue, the validity or the enforceability of, or the effectiveness or ranking or subordination of any Security granted or purporting to be granted pursuant to, any Finance Document (in each case, in accordance with its terms), or (ii) the rights or remedies of any Finance Party under any applicable Finance Document (which, in each case for this paragraph (c), if capable of remedy, is not remedied within 20 Business Days of an Obligor first becoming aware of such event or circumstance or being given written notice of such event or circumstance by the Facility Agent (provided that such grace period will run concurrently with any other applicable grace period)).

 

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54.   Taxes and Deductions:    Standard gross-up and indemnity and mitigation provisions to be agreed in documentation. LMA FATCA (Lender risk) provisions to be used.
55.   Costs and Expenses:   

The Borrower agrees to pay on demand (subject to 5 Business Days’ written notice) all reasonable and documented costs and expenses (including legal fees) incurred by the Mandated Lead Arranger/the Facility Agent/the Security Agent in connection with the negotiation, preparation, printing, execution and perfection of the Facility and the Finance Documents, up to any agreed caps.

 

The Borrower agrees to pay on demand (subject to 5 Business Days’ written notice) all reasonable and documented costs and expenses (including legal fees) incurred by the Lenders, the Facility Agent or the Security Agent in connection with the amendment, administration or preservation of any rights under or in respect of the Finance Documents and all costs and expenses (including legal fees) which the Lenders, the Facility Agent or the Security Agent incur or become liable for in enforcing their rights or demanding or recovering any sum or sums of money due to the Finance Parties under the Finance Documents.

56.   Facility Documentation:   

The Facility shall be documented in one facility agreement (the “Facility Agreement”).

 

The Mandated Lead Arranger and the Borrower hereby agree to negotiate the Facility Agreement and Transaction Security Documents in good faith, based on the most recent Primary (Leveraged) Loan Market Association Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions, having regard to any deal-specific issues relating to the Acquisition and the business of the Group and this Term Sheet and transaction documents for comparable financings for going private transactions involving a company publicly listed in the U.S., giving due regard to the operational and strategic requirement of the Parent and its subsidiaries in light of their consolidated capital structure, size, industry and practices and the proposed business plan (after giving effect to the transactions envisaged by the Commitment Letter and this Term Sheet) (the aforementioned being the “Documentation Principles”).

 

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     The Mandated Lead Arranger and the Borrower hereby agree to negotiate the Intercreditor Agreement in good faith, based on the standard form LMA Intercreditor Agreement for Leveraged Acquisition Finance Transactions, having regard to any deal-specific issues relating to the Acquisition and the business of the Group.
57.   Majority Lenders, Non- Funding Lenders, Non- Consenting Lenders, Snooze and Lose, etc.:   

Amendments and waivers under the Finance Documents will require the approval of the Lenders (that are non-defaulting Lenders) holding more than 66 23% of the aggregate amount of the total commitments of the Facility (the “Majority Lenders”), except that the consent of 100% of the Lenders shall be required with respect to customary matters including: (i) an extension to the date of payment of any amount under the Finance Documents, (ii) any reduction in the margin or in the amount of any payment of principal, interest, fees or commission payable, (iii) any increase in any commitment or extension of any Availability Period, (iv) any amendment to the order of priority or subordination under the Intercreditor Agreement, (v) any change to the definition of “Majority Lenders” and (vi) the release of any guarantee or Transaction Security (other than in connection with a Permitted Disposal).

 

If, (i) a Lender refuses or fails to fund an advance under the Facility other than in accordance with the Finance Documents (and subject to customary exceptions relating to administrative/technical error/disruption events, and the event where such Lender is disputing the obligation to fund) (a “Non-Funding Lender”) or (ii) at least 85% of the Lenders by commitment under the Facility have consented to an amendment or waiver which requires more than Majority Lenders’ consent, any person nominated by the Borrower (satisfying the criteria for being a Lender, and not being an Obligor/Group Member/affiliate) shall have the right but not the obligation to purchase at par the participation of (in the case of (i)) such Non-Funding Lender or (in the case of (ii)) any non-consenting Lender (each, a “Non-Consenting Lender”) and/or the Borrower shall have the right to prepay the participation of a Non-Funding Lender or a Non-Consenting Lender, in each case, from Non- Operating Sources (definition in the Facility Agreement to be agreed), provided that (in each case) all fees, costs, expenses and break funding costs due to the relevant Lender shall be paid in connection with such purchase or prepayment.

 

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If a Lender does not accept or reject a request for consent or waiver under the Facility Agreement within 20 Business Days (unless the Borrower and the Facility Agent agree to a longer time period in relation to any request) of it being made, or abstains from accepting or rejecting such a request, its commitment and/or participation shall not be included for the purpose of calculating total commitments or participations under the Facility when ascertaining whether a certain percentage of total commitments and/or participations has been obtained to approve an amendment or waiver (subject to certain excluded matters to be set out in the Facility Agreement).

 

The Security Agent shall be authorised to release any guarantees or security interests in the event that such release is required to effect a disposal permitted under the Facility Agreement, the Permitted Restructuring or any other disposal to which the Majority Lenders have consented in accordance with the Finance Documents.

58.   Assignments and Transfers:   

No assignment or transfer shall be made to any person (other than to a Lender or an Affiliate of a Lender or while an Event of Default is continuing) without written consent from the Borrower.

 

The entitlement of an assignee/transferee Lender with respect to Tax gross-up/indemnity or increased cost indemnity from the Borrower (by reference to circumstances as at the date of the applicable assignment/transfer or a continuation of such circumstances) would be limited to the extent of the applicable assignor/transferor Lender had such assignment/transfer not occurred. Sub-participations by Lenders shall not result in an increase in amounts payable by the Borrower to the applicable Lenders.

59.   Debt Purchase Transactions:    The Facility Agreement will contain provisions to prohibit Obligors/Group Members from purchasing participations under the Facility/Finance Documents and customary provisions dealing with sponsor buy-back (e.g., disenfranchisement provisions).
60.   Insolvency of a Finance Party:    Provisions will be included in the Finance Documents to address the position of a Finance Party which is insolvent or which, by reason of financial difficulties, is unable to perform its obligations under the Finance Documents. These will include the following provisions:
     (i)    no commitment fee will be payable to such Finance Party;
     (ii)    the Borrower will be entitled to require the transfer of the commitment of such Finance Party to another entity identified by the Borrower (satisfying the criteria for being a Lender, and not being an Obligor/Group Member/affiliate), or may prepay such Finance Party’s participation in the Facility at par using Non-Operating Sources;

 

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     (iii)    such Finance Party will not be entitled to vote and its commitment will be disregarded in determining the result of any vote;
     (iv)    if the affected Finance Party is the Facility Agent or the Security Agent, the Borrower or the Majority Lenders will be entitled to require the appointment of a new Facility Agent or Security Agent in its place, without the cooperation of the existing Facility Agent or Security Agent; and
     (v)    if the affected Finance Party is providing hedging, the Borrower will be entitled to terminate such hedging arrangements and will be granted 90 days to replace such hedging arrangements (if required).
61.   Personal liability:    No director, officer, employee or other individual acting (or purporting to act) on behalf of the Holdco, the Parent, the Borrower or any other member of the Group (or any Affiliate of a member of the Group) shall be personally liable for any representation, certification or statement made or deemed to be made by it, the Holdco, the Parent, the Borrower or any other member of the Group in any Finance Document or any certificate, notice or other document required to be delivered under, or in connection with, any Finance Document, whether or not signed by that director, officer, employee or other individual.
62.   Governing Law:    Hong Kong law, other than in relation to a Transaction Security Document, which shall be governed by the appropriate local law consistent with the approach set out in the Security Principles.
63.   Jurisdiction:    Exclusive jurisdiction of courts of the Hong Kong Special Administrative Region of the PRC, other than in relation to a Transaction Security Document which shall be subject to the courts of the most appropriate local jurisdiction taking into account the governing law of that Transaction Security Document, provided that (in each case) the Finance Parties may commence proceedings in other courts.

 

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Schedule 1 — Selected Definitions

Accounting Principles” means:

 

(a) in relation to the Group (on a consolidated basis), the Target (on a consolidated basis) and each Offshore Group Member, generally accepted accounting principles in the United States of America; and

 

(b) in relation to each Onshore Group Member, generally accepted accounting principles in the PRC.

Acquisition” means the transaction pursuant to which the Borrower will merge with and into the Target in accordance with the Merger Agreement and pursuant to which the Target, as the surviving company of such merger, will become a wholly-owned subsidiary of the Parent.

Affiliate” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company.

Business Day” means (other than a Saturday or Sunday) on which banks are open for general business in the Cayman Islands, PRC, Hong Kong, and (in relation to the delivery of any utilisation request or Interest Period selection notice, the utilisation date of the Loan and the determination of any interest rate or any Interest Period) London and (in relation to any payment in US$) New York City.

Company Disclosure Schedule” has the meaning given to that term in the Merger Agreement.

Company SEC Filings” has the meaning given to that term in the Merger Agreement.

Constitutional Documents” means the certificate of incorporation, the memorandum of association and articles of association of each of the Parent and the Borrower (including any amendments thereto).

Equity Interest” means, in relation to any person:

 

(a) any share of any class or capital stock of or equity interest (including any partnership interest) in such person or any depositary receipt in respect of any such share, capital stock or equity interest;

 

(b) any security convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such security; or

 

(c) any option, warrant or other right to acquire any such share, capital stock, equity interest, security or depositary receipt or security referred to in the foregoing paragraphs (a) and/or (b) above.

E.U.” means the European Union.

 

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Finance Document” means the Facility Agreement, the Commitment Letter (to the extent not superseded by the Facility Agreement), any accession deed, any fee letter, any hedging agreement (relating to certain hedging in respect of the Facility to be agreed in the Facility Agreement), the Intercreditor Agreement, any Report Proceeds Letter, any resignation letter, any selection notice, any Transaction Security Document, any account control agreement, any transfer certificate, any increase confirmation, any Drawdown Request and any other document designated as a “Finance Document” by the Facility Agent and the Borrower, provided that where the term “Finance Document” is used in, and construed for the purposes of, the Facility Agreement or the Intercreditor Agreement, a hedging agreement (relating to certain hedging in respect of the Facility to be agreed in the Facility Agreement) shall be a Finance Document only for certain purposes to be agreed in the Facility Agreement.

HKco Debenture” means a debenture over sustainably all assets entered into between the Security Agent and the iDreamSky Technology (HK) Limited.

Initial Security Documents” means:

 

(a) the Parent Share Charge;

 

(b) the Mergerco Share Charge;

 

(c) Debenture over all assets of the Parent;

 

(d) Debenture over all assets of the Mergerco; and

 

(e) the Target Share Charge.

IPO” means the initial listing or admission to trading on any stock or securities exchange or market of any share or securities of the Borrower, any other member of the Group or any Holding Company of a member of the Group, or any sale or issue by way of listing, floatation or public offering (or an equivalent circumstances of any shares or securities) of the Borrower, any other member of the Group or any Holding Company of a member of the Group in any jurisdiction or country, which does not constitute a Change of Control.

Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Merger Consideration” means the aggregate consideration payable in cash under Sections 3.1(b), 3.1(e), 3,1(f)(ii) and 3.1(f)(iv)(2) of the Merger Agreement.

Merger Costs” means all fees, costs and expenses, stamp, registration and other Taxes incurred or assumed and required to be paid by the Borrower or any other Group Member in connection with the Acquisition or the Transaction Documents.

Merger Documents” means the Merger Agreement, the Merger Plan, the Company Disclosure Schedule.

Merger Effective Date” means the date on which the Acquisition becomes effective pursuant to the Merger Agreement, being the “Effective Time” specified in the Merger Plan.

Merger Plan” has the meaning given to the term “Plan of Merger” in the Merger Agreement.

 

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Mergerco DSRA Charge” means an account charge entered into between the Security Agent and Mergerco.

Mergerco Share Charge” means a share charge entered into between the Security Agent and the Parent in respect of the Equity Interest in the Mergerco.

Offshore Dividend Account Charge” means an account charge entered into by each of Mergerco, the Target and iDreamSky Technology (HK) Limited.

Offshore Group” means the Offshore Group Members.

Offshore Group Member” means a Group Member which is not an Onshore Group Member.

Onshore Group Member” means a Group Member which is established or incorporated in the PRC, including for the avoidance of doubt each VIE Group Member.

Original Financial Statements” means the audited consolidated financial statements of the Target for the Financial Year ended 31 December 2014.

Ownership Percentage” means, at any time, (a) in relation to any Group Member (that is not the Borrower), the direct or indirect equity interest (expressed as a percentage) of the Borrower in such Group Member or (b) in relation to the Borrower, 100%.

Parent Share Charge” means a share charge entered into between the Security Agent and Holdco in respect of the Equity Interest in the Parent.

Permitted Restructuring” means the transactions described in Schedule 4 (Permitted Restructuring), including the VIE Restructuring.

Post-Closing Security Documents” means:

 

(a) the Target Debenture; and

 

(b) the HKco Debenture.

PRC” means the People’s Republic of China (which, for the purposes of the Facility Agreement, does not include the Special Administrative Region of Hong Kong, the Special Administrative Region of Macau or Taiwan).

Quasi-Security” means an arrangement or transaction to:

 

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor or any Group Member;

 

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

 

(c) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

 

(d) enter into any other preferential arrangement having a similar effect,in circumstances where such arrangement or transaction is entered into primarily as a method of raising financial indebtedness or of financing the acquisition of any asset.

 

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Report Proceeds Letter” means any letter between any addressee of a Report, the Borrower and the Facility Agent governing the right of the addressee of that Report and others to receive sums recovered as a result of any claim brought against the author or issuer of that Report.

Reports” means:

 

(a) the report entitled Preliminary Offshore Legal Due Diligence Report dated 22 July 2015 prepared by Kirkland & Ellis;

 

(b) the report entitled Preliminary Legal Due Diligence Material Issues List LOGO dated 18 July 2015 prepared by Hankun Law Offices;

 

(c) the report entitled Preliminary Financial Due Diligence Report for Project Dream (Dream LOGO dated 24 July 2015 and prepared by PricewaterhouseCoopers Consultants (Shenzhen) Limited; and

 

(d) the report entitled Preliminary Tax Due Diligence Report for Project Dream (Dream LOGO dated 24 July 2015 and prepared by PricewaterhouseCoopers Consultants (Shenzhen) Limited.

Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Shareholders Agreement” means the shareholders agreement relating to Holdco between the shareholders of Holdco and Holdco.

Shareholder Documents” means the Shareholders Agreement and the Shareholder Terms.

Shareholder Terms” means the document entitled “Equity Term Sheet” attached to the Interim Investors Agreement in connection with the Holdco as of the date of the Merger Agreement.

Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

 

(a) which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

 

(b) more than half the issued share capital, registered capital or Equity Interest of which is beneficially owned, directly or indirectly by the first mentioned company corporation or entity; or

 

(c) which is Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is:

 

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(i) able to direct its affairs and/or to control the majority of the composition of its board of directors or equivalent body; and/or

 

(ii) able to (A) exercise effective Control over it or (B) consolidate its financial condition or results of operation in accordance with the Accounting Principles for the purposes of the consolidated financial statements,

whether pursuant to a VIE Structure or other contractual arrangements or otherwise.

Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Target Debenture” means a debenture over substantially all assets entered into between the Security Agent and the Target.

Target Share Charge” means a share charge entered into between the Security Agent and the Parent in respect of the Equity Interest in the Target.

Trapped Amount” means any amount of disposal proceeds or insurance proceeds that would otherwise be required to be applied in mandatory prepayment of the Facility where:

 

(a) applicable legal (including thin capitalisation, financial assistance and corporate benefit restrictions on upstreaming of cash and fiduciary and statutory duties of directors or other officers of the relevant Group Members) restrictions prevent such amount from being applied towards prepayment of the Facility (including by making such amount available to a Group Member that can make such prepayment), and such restrictions have not and cannot (with the use of all reasonable endeavours by the Obligors and Group Members) be overcome; or

 

(b) applying such amount towards prepayment of the Facility or making such amount available to a Group Member for prepayment of the Facility would result in the incurrence by Group Members of material costs or expenses (including material Tax or other liabilities, but excluding (x) any withholding Tax applicable as at the date of the Facility Agreement (or, in the case of a Group Member that becomes a Group Member after the date of the Facility Agreement, on the date on which it becomes a Group Member) (y) any reserve requirements and (z) any fees, costs and expenses payable to any bank or financial institution in connection with any demand for return, refund or repayment of cash credited to an account) (where “material” for these purposes shall be defined as being an amount in excess of 5% of such amount otherwise required to be applied towards prepayment of the Facility).

Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents means:

 

(a) the Initial Security Documents;

 

(b) the Post-Closing Security Documents; and

 

(c) any other document executed by an Obligor in order to grant Security to the Finance Parties.

 

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VIE Entity” means each of:

 

(a) Beijing Chuangmeng Wuxian Technology Co., Ltd. LOGO ;

 

(b) Shenzhen iDreamSky Technology Co., Ltd LOGO ; and

 

(c) Shenzhen Mengyu Technology Co., Ltd LOGO ..

VIE Group” means:

 

(a) a VIE Entity and each of its Subsidiaries for the time being; and

 

(b) each entity that is subject of a VIE Structure and each Subsidiary of any such entity.

VIE Group Member” means any member of the VIE Group.

VIE Restructuring” means the transactions described in Schedule 4 (Permitted Restructuring).

VIE Structure” means any arrangement where an entity (that is established in the PRC and in respect of which the Borrower or the Target does not, directly or indirectly, hold or own a majority of its Equity Interests) and/or any or all of its shareholder(s) enter into contractual arrangements with any Group Member or the Target Group which enable such Group Member or the Target Group to exercise effective Control over such first-mentioned entity or consolidate the financial condition or results of operation of such first-mentioned entity in accordance with the Accounting Principles for the purposes of the consolidated financial statements of the Group or the Target Group.

 

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Schedule 2 — Conditions Precedent

(A) Original Obligors

 

(a) A copy of the Constitutional Documents of each Original Obligor and, in each case, if applicable, statutory registers (including its register of directors, its register of members and its register of mortgages and charges) and certificates of good standing issued by the Registrar of Companies of the Cayman Islands and certificates of incumbency issued by its registered office provider, in each case, dated no earlier than 10 Business Days before the date on which the legal opinions referred to in paragraph (G) are (or are to be) issued.

 

(b) A copy of a resolution of the board of directors of each Original Obligor:

 

  (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

 

  (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

 

  (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Request and selection notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

 

  (iv) in the case of the Parent, authorising the Borrower to act as its agent in connection with the Finance Documents.

 

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

 

(d) A copy of a resolution signed by all the holders of the issued shares in each Original Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which such Original Obligor is a party and (if required) a copy of a resolution signed by all the holders of the issued shares of the Borrower approving any amendments to its memorandum and articles of association.

 

(e) A certificate of the Borrower (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the total commitments of the Facility would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

 

(f) A certificate of the Parent (signed by a director) confirming that guaranteeing or securing, as appropriate, the total commitments of the Facility would not cause any guarantee, security or similar limit binding on it to be exceeded.

 

(g) A certificate of an authorised signatory of each Original Obligor certifying that each copy document relating to it (or, in the case of the Borrower, each other copy document) specified in this Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Drawdown Date.

 

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(B) Finance Documents

 

(a) The Intercreditor Agreement executed by the parties thereto (other than the Finance Parties).

 

(b) The Facility Agreement executed by the parties thereto (other than the Finance Parties).

 

(c) The Fee Letter executed by the parties thereto.

 

(d) The Commitment Letter executed by the parties thereto.

 

(e) Each Report Proceeds Letter executed by the parties thereto.

 

(C) Security

 

(a) A PDF copy (with at least two originals to follow promptly) of each of the following Transaction Security Documents executed by the parties thereto (other than the Finance Parties):

 

  (i) Share Charge over 100% of the Equity Interests in the Parent;

 

  (ii) Share Charge over 100% of the Equity Interests in Mergerco;

 

  (iii) Debenture over all assets of the Parent (including account charge over the Offshore Dividend Account of the Parent);

 

  (iv) Debenture over all assets of the Mergerco (including account charge over the Offshore Dividend Account and DSRA of the Mergerco);

 

  (v) Debenture over all assets of the Target (including account charge over the Offshore Dividend Account and DSRA of the Target) (effective upon the Closing Date);

 

  (vi) Debenture over all assets of iDreamSky Technology (HK) Limited (including account charge over the Offshore Dividend Account of iDreamSky Technology (HK) Limited) (effective upon the Closing Date); and

 

  (vii) Share Charge over 100% of the Equity Interests in the Target (effective upon the Closing Date).

 

(b) Subject to the paragraph above entitled “Certain Funds”, a copy of all notices required to be sent, and acknowledgments thereto required to be delivered, under the Transaction Security Documents referred to in paragraph (a) above executed by the applicable parties as required by the relevant Transaction Security Documents (where such notices and acknowledgments are required to be delivered on the date of execution of such Transaction Security Document or otherwise before the date of the Drawdown Request).

 

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(c) A copy of all share certificates, all transfers and share transfer forms or equivalent duly executed by the applicable Original Obligor in blank in relation to the assets subject to or expressed to be subject to the Transaction Security (under the Transaction Security Documents referred to in paragraph (a)) and other documents of title and deliverables (including directors’ resignation letters and undated resolutions) to be provided under the Transaction Security Documents referred to in paragraph (a) (other than the share certificates in respect of Equity Interests in the Target to be secured under the Share Charge referred to in paragraph (a)(v) above which are to be delivered as a conditions subsequent post-Closing Date in a time frame to be agreed in the Facility Agreement).

 

(d) A certified copy of the register of mortgages and charges of each Original Obligor including details of any Transaction Security Document pursuant to which such Original Obligor has granted Transaction Security.

 

(e) A certified copy of the register of members of Parent and Mergerco duly annotated pursuant to the terms of the Transaction Security Document referred to in paragraphs (a)(i) and (a)(ii) respectively.

 

(D) Merger

 

(a) A copy of each of (i) the Merger Documents (other than the Merger Plan and the Company Disclosure Schedule) executed by the parties to it, (ii) the paying agent agreement executed by the parties to it (the terms of which being consistent with the Merger Documents in all material respects) and (iii) the form of the constitutional documents of the Target to be effective following the Closing.

 

(b) A certificate of the Borrower (signed by a director) detailing the estimated Merger Costs (which may be satisfied by attaching the Funds Flow Statement detailing such estimated Merger Costs).

 

(c) A fairness opinion provided by Duffs & Phelps has been filed with the U.S. Securities and Exchange Commission by Target.

 

(d) A certificate of the Borrower (signed by a director) certifying that:

 

  (i) the conditions under the Merger Agreement have been satisfied or waived (including the approval of the Acquisition by: (A) all shareholder(s) of the Borrower and (B) the board of directors of each of the Borrower and Target)(where such waiver would not reasonably be expected to be materially adverse to the interests of the Finance Parties or where such waiver is granted with the consent of the Mandated Lead Arranger) (other than payment of the Merger Consideration and such other conditions which are by their nature only capable of being satisfied on the Closing Date and are contemplated under the Merger Agreement as being due to be satisfied on the Closing Date);

 

  (ii) no condition to completion of the Acquisition has been amended, waived or treated as satisfied in any manner which would reasonably be expected to be materially adverse to the interests of the Finance Parties (except with the consent of the Mandated Lead Arranger); and

 

  (iii) since the date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement) has occurred.

 

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(e) A copy of the form of the Merger Plan to be signed by a director of the Borrower and the Target and to be filed with the Registrar of Companies of the Cayman Islands on or before the Closing Date (with such amendments to that form as recommended by the Registrar of Companies of the Cayman Islands).

 

(f) A copy of each of the other documents required to be filed with the Registrar of Companies of the Cayman Islands pursuant to the provisions of section 233(9) of the Companies Law (2013 Revision) of the Cayman Islands in relation to the Acquisition (with such amendments to those documents as recommended by the Registrar of Companies of the Cayman Islands).

 

(E) Shareholder documents

 

(a) A copy of each of the Shareholder Documents (substantially reflecting the terms of the Shareholder Terms, where applicable) executed or to be executed by the parties thereto.

 

(b) A copy of the Shareholder Terms in agreed form.

 

(c) A certificate of the Parent (signed by a director) certifying that:

 

  (i) the Sponsors and other Co-investors, in the aggregate, directly or indirectly wholly-own (other than nominal holdings and directors’ qualifying shares) each class of the issued share capital of Holdco;

 

  (ii) Holdco directly wholly-owns each class of the issued share capital of the Parent; and

 

  (iii) the Parent directly wholly-owns each class of the issued share capital of the Borrower.

 

(d) A certificate of the Borrower (signed by a director) certifying that:

 

  (i) Holdco has received (prior to the utilisation under the Facility Agreement) cash proceeds directly or indirectly from the Sponsors (by way of cash contribution) of not less than US$205,000,000 (the “Cash Contribution”);

 

  (ii) the Cash Contribution has been injected by Holdco into the Parent and, if not otherwise utilised by the Parent for making payments in accordance with the Merger Agreement, in turn by the Parent to the Borrower (in each case, by way of subscription for ordinary shares, by way of capital contribution or the making available of loans or other debt which loans or other debt are subordinated to the Facility under the terms of the Intercreditor Agreement);

 

  (iii) subject to clause (ii) above, the Cash Contribution has been received (prior to the utilisation under the Facility Agreement) by the Borrower and is standing to the credit of an account subject to Transaction Security (from which withdrawals may only be made in accordance with the Funds Flow Statement) and has been applied (or will, simultaneously with the utilisation under the Facility Agreement, be applied) in accordance with the Funds Flow Statement; and

 

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  (iv) subject to clause (ii) above, the Cash Contribution received by the Borrower (together with the proceeds of the utilisation proposed to be drawn on the Drawdown Date) will be sufficient to pay in full the aggregate of: (A) the Merger Consideration, (B) all fees, costs and expenses in relation to the Facility and all other related Merger Costs (whether or not paid on the Closing Date) and (C) the amount required to be funded into the DSRA on the Closing Date (the aggregate of (A), (B) and (C) being the “Pro Forma Uses”), and the percentage borne by such Cash Contribution to the Pro Forma Uses is not less than 50%.

 

(F) Existing Loan

Shenzhen iDreamSky Technology Co., Ltd LOGO has executed a working capital loan agreement with the Lender or its Affiliate to payoff and/or refinance existing financings borrowed from other commercial banks.

 

(G) Accounts

 

(a) Evidence that each of the following accounts has been established and designated as such:

 

  (i) the DSRA (established with the Facility Agent);

 

  (ii) each Offshore Dividend Account (established with the Facility Agent); and

 

  (iii) the Offshore Mandatory Prepayment Account (established with the Facility Agent).

 

(b) Evidence that the DSRA has been or will on the Closing Date be funded with an amount equal to the interest for the first Interest Period on the Facility.

 

(c) Evidence that Shenzhen iDreamSky Technology Co., Ltd LOGO has established an account with the Facility Agent which holds all the cash of Shenzhen iDreamSky Technology Co., Ltd LOGO other than cash for the purposes of paying employees’ salaries, social insurance, and tax).

 

(d) Evidence that, at least one month prior to the Closing Date, the Target Group has moved all major revenue accounts or cash collection accounts of all Group Members (including the top 5 revenue accounts or cash collection accounts of the Group) to accounts held with the Facility Agent or its Affiliates and cancellation of such accounts with other banks such that no less than 70% of cash receipts derived from revenue of the Group (such revenue amount should be certified by a third party accounting report) are collected into such accounts opened with the Facility Agent or its Affiliates, and all the cash balance of the Target Group has been transferred to such accounts prior to the Closing Date.

 

(e) Evidence that each of Holdco, the Parent and the Borrower have established at least one account with the Facility Agent (into which the Cash Contribution have or will be paid).

 

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(H) Legal Opinions

The following legal opinions, in customary form for similarly situated transactions and each addressed to the Finance Parties who are then parties to the relevant Finance Documents:

 

(a) a legal opinion from legal advisers to the Facility Agent and the Mandated Lead Arranger as to Hong Kong law substantially in the form distributed to the Lenders prior to signing the Facility Agreement;

 

(b) a legal opinion from legal advisers to the Facility Agent and the Mandated Lead Arranger as to the laws of the Cayman Islands substantially in the form distributed to the Lenders prior to signing the Facility Agreement; and

 

(c) legal opinion(s) from legal advisers to the Facility Agent or the Mandated Lead Arranger as to the laws of the jurisdiction of any governing law of any Finance Document (if not Hong Kong law) and the laws of the jurisdiction of incorporation of any Original Obligor (if not the Cayman Islands),

it being agreed that the Mandated Lead Arranger undertake to instruct the relevant legal advisers referred to above to issue the respective legal opinions referred to above in this paragraph (G).

 

(I) Other documents and evidence

 

(a) The Base Case Model.

 

(b) The funds flow statement detailing the proposed movement of funds on or before the Closing Date (the Funds Flow Statement).

 

(c) The Reports.

 

(d) The Original Financial Statements.

 

(e) Evidence that the fees, costs and expenses then due from the Borrower pursuant to the Finance Documents have been paid or will be paid on or by the Drawdown Date.

 

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Schedule 3 — Security Principles

 

(A) Considerations

In determining whether any guarantee will be provided under the Finance Documents (a “Guarantee”) and Security will be provided in support of the Facility the following matters will be taken into account.

 

1. With respect to each pledge of Equity Interests directly held or owned by an Offshore Group Member that directly legally holds (in whole or in part) any Equity Interests in any Onshore Group Member (each such Offshore Group Member, a First Tier Offshore Group Member):

 

  (i) First Tier Offshore Group Member shall only be required to grant such pledge over Equity Interests in any Onshore Group Member (that is a Material Subsidiary) that are directly held or owned by such First Tier Offshore Group Member; and

 

  (ii) each Obligor shall ensure that such First Tier Offshore Group Member and such Onshore Group Member (that is a Material Subsidiary),

shall (as soon as practicable after the execution of such pledge of Equity Interests) apply for, and use reasonable efforts to, obtain and effect all authorisations that may be required under the laws and regulations of (including approval of MOFCOM and registration with SAIC) the PRC in respect of such pledge of Equity Interests, provided that the Security Agent shall provide information and other reasonable assistance (in its capacity as pledgee under such pledge of Equity Interests) as is necessary to prepare the application documents required by MOFCOM and SAIC.

 

2. Any Guarantee or Security shall not be created or perfected to the extent that it would:

 

  (i) result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions) of any applicable jurisdiction (including the SAFE regulations on external security and guarantees);

 

  (ii) result in a significant risk to the officers of the relevant grantor of such Guarantee or Security of contravention of their fiduciary duties and/or of civil or criminal liability;

 

  (iii) result in costs directly associated with such Guarantee or Security that, in the opinion of the Facility Agent, are disproportionate to the benefit obtained by the beneficiaries of that Guarantee or Security, including without limitation the materiality of the proposed security interest to the Secured Parties in light of the aggregate Guarantee or Transaction Security already provided or to be provided to them relative to the costs in granting such Security;

 

  (iv) result in material incremental cost involved in creating Transaction Security over all assets owned by an Obligor in a particular category (e.g. real estate) the principle stated at paragraph (iii) shall apply and, subject to these Security Principles, only the material assets in that category (e.g. material real estate) shall be subject to security;

 

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  (v) materially restrict the running of the business of, or materially adversely affect the tax arrangements of, the relevant Group Member in the ordinary course as otherwise permitted by the Finance Documents;

 

  (vi) result in a material adverse effect on the ability of the relevant Group Member to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents; or

 

  (vii) in the case of the creation of Security over any Equity Interests in any Joint Venture (that is not a Group Member) or the granting of any Guarantee by or the creation of Security over Equity Interests in or assets of any subsidiary (that is not wholly-owned by the Borrower directly or indirectly) or limited partnership result in violation of the restrictions in the applicable joint venture or shareholders’ agreement or limited partnership agreement relating to the Group’s interest in such Joint Venture, subsidiary or limited partnership or by law, provided that any necessary consent for the granting of such Security or Guarantee has been requested by the Parent or applicable Obligor or Group Member but is withheld,

provided that (in the case of paragraph (i) and (ii) above) each Obligor and the Parent shall, and shall procure that each Group Member shall, use all reasonable endeavours to overcome any such breach or risk including assisting in demonstrating that adequate corporate benefit accrues and, so far as legally possible, carrying out any whitewash (or similar) procedure and (in the case of paragraph (vii) above) each Obligor shall, and shall procure that each Group Member shall, use all reasonable endeavours to obtain any consent required to avoid such violation and to the extent it is possible to provide a limited Guarantee or Security if such breach or risk is not overcome or such consent is not obtained, such Guarantee or Security (as the case may be) will be provided, but shall be limited to the maximum amount which the applicable Obligor or Group Member can provide such Guarantee or Security (as the case may be) having regard to the applicable law, regulations or analogous restrictions (as the case may be).

For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited to, income Tax cost, registration Taxes payable on the creation or enforcement or for the continuance of any applicable Security, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor of such Security or any of its direct or indirect owners, subsidiaries or Affiliates.

 

(B) Obligations to be secured

 

1. Subject to paragraph (A) (Considerations) above, the obligations to be secured by any such Security are the Secured Obligations (as defined below). Such security is to be granted in favour of the Security Agent on behalf of the Secured Parties.

For ease of reference, the following definitions should, to the extent legally possible, be incorporated into each Transaction Security Document (with the capitalised terms used in them having the meaning given to them in the Intercreditor Agreement):

 

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Secured Obligations” means all the Liabilities and all other present and future liabilities and obligations at any time due, owing or incurred by any or all of the Group Members and by the Debtors to any or all of the Secured Parties under the Debt Documents (to be defined to refer to Finance Documents and hedging agreements (relating to any permitted hedging transaction in respect of the Facility)), both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

Secured Parties” means the Security Agent, any Receiver or Delegate and each of the Secured Creditors (to be defined to refer to Finance Party and hedging counterparties party to agreements (relating to any permitted hedging transaction in respect of the Facility)) from time to time but, in the case of each Secured Creditor, only if it is a party to the Intercreditor Agreement or has become a party to the Intercreditor Agreement, in the applicable capacity, pursuant to the Intercreditor Agreement.

 

2. The Secured Obligations will be limited:

 

  (i) to avoid any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalisation rules or the laws or regulations (or analogous restrictions) of any applicable jurisdiction; and

 

  (ii) to avoid any risk to officers of the relevant Group Member that is granting a Guarantee or Transaction Security of contravention of their fiduciary duties and/or civil or criminal or personal liability.

 

(C) General

 

1. Each of the Obligors (other than the Parent) and any Group Member that becomes a Guarantor shall, subject to these Security Principles, grant Transaction Security over all of its material assets (present and future), provided that (where possible) such Transaction Security to be granted will comprise of fixed and floating security (or the nearest equivalent under applicable law) over all present and future assets of such Obligor or Group Member.

 

2. Where appropriate, defined terms in the Transaction Security Documents should mirror those in the Facility Agreement and the Intercreditor Agreement.

 

3. The parties to the Facility Agreement agree to (and each Obligor shall procure that each applicable Group Member shall) negotiate the form of each Transaction Security Document in good faith and will ensure that all documentation required to be entered into as a condition precedent to drawdown under the Facility Agreement (or immediately thereafter) is in a finally agreed form as soon as reasonably practicable after the date of the Borrower’s countersignature to the Commitment Letter. Each Transaction Security Document shall be in form and substance satisfactory to the Facility Agent (acting reasonably), who shall take into account advice from applicable local counsel on specific requirements under the laws of the applicable jurisdictions, and be consistent with the provisions of paragraph (D) below.

 

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4. To the extent possible, the Transaction Security shall be given in favour of the Security Agent (for and on behalf of the Secured Parties) and not any Lender, Finance Party or Secured Party individually and the Security Agent will, subject to local law requirements, hold one set of Transaction Security for all of the Secured Parties.

 

5. If an Obligor owns ownership interests in a Group Member that is not an Obligor and is not incorporated in a jurisdiction in which an existing Obligor is incorporated, no steps shall be taken to create or perfect Transaction Security over those ownership interests unless such entity is the holding company of an Obligor.

 

6. The form of guarantee is set out in the Facility Agreement and, with respect to any person that becomes a Guarantor on or after the Closing Date, is subject to any limitations of law or regulation set out in the applicable accession deed applicable to such person.

 

7. Subject to paragraph (E) 1.3 below, the Transaction Security shall, to the extent possible under local law, be enforceable only on the occurrence of any acceleration of the Facility (or any part thereof) upon or following the occurrence of an Event of Default which is continuing (an “Enforcement Event”).

(D) Terms of Transaction Security Documents

The following principles will be reflected in the terms of any Transaction Security Document (subject to considerations under applicable local law according to the advice of legal counsel in the applicable jurisdiction and subject to any express requirements in Schedule 4 (Permitted Restructuring)):

 

  (i) rights of set off (other than for netting purposes) will not be exercisable until the occurrence of an Enforcement Event (but without prejudice to contractual set-off provisions under the Facility Agreement);

 

  (ii) (subject to paragraph (g) below) representations and undertakings applicable to the grantor of Transaction Security in any Transaction Security Document shall be consistent with those set out in the Facility Agreement (applying to such grantor mutatis mutandis) and shall not seek to impose additional commercial requirements, except for any additional representations and undertakings included in such Transaction Security Document to confirm (or are reasonably required in connection with) creation or perfection of Security, any registration or perfection of any security interest required by local law or customary in the applicable jurisdiction, and there shall not be any requirements to pay costs or provisions for default or penalty interest, Tax gross-up or indemnities unless (in each case) such requirements or provisions are either (i) identical (mutatis mutandis) to those contained in the Facility Agreement or (ii) required for the creation or perfection of any Transaction Security (and no equivalent provision is contained in the Facility Agreement);

 

  (iii) the provisions of each Transaction Security Document shall take into account the day-today operations of the business of the applicable grantor of Transaction Security thereunder (prior to the occurrence of any Enforcement Event);

 

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  (iv) (in addition to any applicable requirements under the Facility Agreement) information, such as lists of assets, will be provided if, and only to the extent, required (by applicable law or based on market practice in the applicable local jurisdiction) to be provided to perfect or register, or facilitate the enforcement of, any Transaction Security and be provided at intervals to be reasonably agreed (taking into account market practice in the applicable jurisdiction and requirements under local law) or, while an Event of Default is continuing, on the Security Agent’s request;

 

  (v) any power of attorney given in favour of any Secured Party may only be exercised following the occurrence of an Enforcement Event or if the applicable grantor of Transaction Security has failed to comply with any applicable obligation under any Transaction Security Document within 5 Business Days of the earlier of becoming aware of that failure or of being notified of that failure and being requested to comply with such obligation;

 

  (vi) Transaction Security will, where possible and practical, automatically extend to future assets of the same type as those already secured by such Transaction Security;

 

  (vii) Transaction Security Documents should not operate so as to prevent transactions which are permitted under the Facility Agreement or require additional consents or authorisations from the Finance Parties in respect of matters that are permitted under the Facility Agreement, except for requirements for particular assets to be free from Security or Quasi-Security (other than Transaction Security); and

 

  (viii) the Transaction Security Documents will not accrue interest on any amount in respect of which interest is accruing under the Facility Agreement so as to result in double counting.

(E) Specific assets

With respect to the following assets, the considerations set out below shall apply in relation to any Transaction Security over such assets (subject to any express requirements in Schedule 4 (Permitted Restructuring)).

 

1. Shares and Equity Interests

Subject to these Security Principles, the Term Sheet (and with prejudice to any requirements set out in Schedule 4 (Permitted Restructuring)), each Obligor shall grant Security over its shares and Equity Interests in Group Members that are Material Subsidiaries. Where shares or other Equity Interests are the subject of Transaction Security, the applicable Transaction Security Document will be governed by the laws of the company or entity whose shares or other Equity Interests are the subject of such Transaction Security (subject to advice from local counsel to the contrary).

 

1.1 Until an Enforcement Event occurs:

 

  (i) the applicable Obligor granting such Transaction Security will be permitted to retain and to exercise voting rights attaching to such shares or other Equity Interests in a manner that does not adversely affect the legality, validity or enforceability of any Transaction Security, and is not inconsistent with and does not or cause any breach of any Finance Document or any other Debt Document (as defined in the Intercreditor Agreement), and does not cause any Event of Default or any Enforcement Event to occur; and

 

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  (ii) the company or entity whose shares or other Equity Interests are the subject of such Transaction Security will be permitted to pay dividends in cash to its shareholders to the extent permitted under the Finance Documents.

To the extent permitted by law, the constitutional documents of the company or entity whose shares or other Equity Interests are subject to any Transaction Security will be amended prior to the creation of such Transaction Security (or if not possible due to law, as soon as possible thereafter) to remove (i) any restriction on the transfer or the registration of the transfer of such shares or other Equity Interests on enforcement of any Transaction Security and (ii) any liens or encumbrances of such company or entity over any shares or other Equity Interests that are subject to any Transaction Security.

Save where not required by law, the share certificate and a stock transfer form executed in blank (with respect to any shares or Equity Interests subject to any Transaction Security) together with signed but undated director and secretary resignation letters and authorisations letters, irrevocable proxies and powers of attorney and letters of instruction (or, in each case, equivalent to reflect local practice) will be provided to the Security Agent on the date of the relevant Transaction Security Document and where required by local law such share certificate(s) or the applicable shareholder register (of the company or entity whose shares or Equity Interests are subject to such Transaction Security) will be endorsed or written up to reflect such Transaction Security and such endorsed share certificate(s) or copy of such written up register shall be provided to the Security Agent.    

 

1.2 Following an Enforcement Event, the Security Agent may (to the extent possible in local law):

 

  (i) transfer the shares and/or Equity Interests subject to any Transaction Security into its own name or to any nominee as it shall select;

 

  (ii) exercise all rights and remedies that it would have under local law (e.g., power of sale); and

 

  (iii) apply all dividends and other payments received or recovered by it or by the grantor of such Transaction Security in the satisfaction of the Secured Obligations.

 

1.3 Notwithstanding any other provision, Transaction Security over Equity Interests in any listed entity may be enforced upon or after the occurrence of any Event of Default which is continuing, irrespective of whether any of the Secured Obligations shall have been accelerated or shall have become due.

 

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2. Bank accounts

 

2.1 If required by local law to perfect any Transaction Security or in line with market practice in the applicable jurisdictions, notification of security interests over bank accounts will be given (subject to local law advice) to the bank(s) with whom such accounts are maintained on the date any Transaction Security is granted in respect of such accounts but (other than with respect to any such accounts subject to Transaction Security where withdrawals therefrom are expressly restricted by the Facility Agreement) any obligation of any Obligor to seek an acknowledgement (from the applicable bank(s) with whom such accounts are established) shall be limited to a request by that Obligor to such bank(s) that such an acknowledgement be provided. Such notification of security interests shall not (except in the case of the accounts that are subject to the Transaction Security and withdrawals from which are restricted as contemplated by the Facility Agreement, including the DSRA, Offshore Mandatory Prepayment Account and dividend accounts) restrict withdrawals of amounts in such bank accounts by the applicable Obligor in the course of its business prior to the notification by the Security Agent to the applicable bank(s) (with whom such accounts are established) that an Enforcement Event has occurred.

 

2.2 Any security over any bank account shall be subject to any set-off rights or liens (constituting security which is expressly permitted in the Facility Agreement) in favour of the applicable account bank (with which such bank account is held) which are created either by law or in the standard terms and conditions of that account bank. The notice of security with respect to such bank account shall request these set-off rights and liens be waived by the applicable account bank to the extent permitted by law but the Obligor granting Transaction Security over such bank account shall not be required to change its banking arrangements if these rights are not waived or are only partially waived, provided that such rights must be waived in full by the account bank with which any account which is subject to the Transaction Security is held if withdrawals from such account are restricted as contemplated by the Facility Agreement.

 

2.3 Subject to the provisions of the Finance Documents, the applicable Obligor granting Transaction Security over any bank account shall be free to deal with such bank account (other than the accounts subject to the Transaction Security and withdrawals from which are restricted as contemplated by the Facility Agreement) until the giving of any notice by the Security Agent to the applicable account bank to the contrary, provided that such notice may only be given if an Enforcement Event has occurred.

 

3. Receivables

 

3.1 Without prejudice to paragraph 4 below, no notification shall be required to be given to debtors in respect of receivables that are not the subject of any other specific form of security under the Transaction Security Documents (“General Receivables”) and that are subject to Transaction Security until the occurrence of an Enforcement Event.

 

3.2 Security over the General Receivables shall not prohibit the transfer (prior to the occurrence of an Enforcement Event) of such General Receivables as permitted under the Finance Documents.

 

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4. Book debts

 

4.1 Subject to the provisions of the Finance Documents, an Obligor shall be free to deal with book debts (that are not the subject of any other specific form of security under the Transaction Security Documents) (“General Book Debts”) in the ordinary course of its business (to the extent permitted under the Finance Documents) until the occurrence of an Enforcement Event, except that all book debts and moneys received shall be paid into one or more accounts that are subject to Transaction Security (or, where any Finance Document requires such book debts and/or moneys to be paid into any specific account that is subject to Transaction Security, into that account).

 

4.2 No notice of Transaction Security over General Book Debts shall be required to be served on the debtors owing such General Book Debts until the occurrence of an Enforcement Event.

 

4.3 If required under local law, Transaction Security over trade receivables will be registered subject to the general principles set out in these Security Principles.

 

5. Real estate

 

5.1 Transaction Security over real estate will be limited to fixed security over freehold and leasehold property (or the equivalent thereof in the applicable jurisdiction(s)), provided that, in the case of leasehold property, such Transaction Security does not breach the terms of the applicable lease.

 

5.2 An Obligor providing security over its real estate will be under no obligation to obtain any landlord, owner or other third party consent required to grant the security or to achieve a better priority in ranking, nor to investigate the possibility thereof.

 

6. Inventory

 

6.1 Transaction Security granted in respect of inventory, stock-in-trade or similar assets shall be granted in a manner and to the extent that such Transaction Security does not (at any time prior to the occurrence of an Enforcement Event) prevent or hinder the manufacture, transfer and sale of the Group’s inventory and stock-in-trade in the ordinary course of its business (including any intra-Group transfer of title to inventory and stock-in-trade to the extent permitted under the Facility Agreement).

 

6.2 No notice, whether to third parties or by attaching a notice to the fixed assets, shall be served until the occurrence of an Enforcement Event.

 

7. Intellectual Property

Each Obligor shall grant Transaction Security over its material Intellectual Property, but shall be free to deal with any Intellectual Property (which is the subject of any Transaction Security granted by it) in the course of its business (to the extent permitted under the Finance Documents) until the occurrence of an Enforcement Event.

 

8. Insurance

 

8.1 Notices of Transaction Security will be given to the applicable counterparties under each insurance policy (that is subject to any Transaction Security), and the Obligors shall use all reasonable endeavours to ensure that the acknowledgments to such notices are signed by such counterparties within 15 Business Days of service. If the Obligor has used reasonable endeavours but has not been able to obtain acknowledgement, its obligation to obtain acknowledgement shall cease on the expiry of 15 Business Days from the date of the security document.

 

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8.2 The Obligors shall ensure that the Transaction Security relating to any insurance policy is noted on such insurance policy and that (subject to advice from local counsel) applicable loss payee clauses reflecting the terms of such Transaction Security are included in such insurance policy.

 

9. Intercompany and shareholder loans

Each Obligor will grant Transaction Security over its rights in any Financial Indebtedness made available by it to any other Group Member or Obligor or outstanding to it from any other Group Member or Obligor. Notices of such Transaction Security shall be granted to each of the debtors in respect of such Financial Indebtedness and the applicable Obligor shall procure the acknowledgment of each such notice from the applicable debtor in respect of such Financial Indebtedness.

 

10. Merger Documents and Hedging Agreements

 

10.1 Rights of Obligors or Group Members under the Merger Documents and each hedging agreement shall be assigned by way of security (as security for the Secured Obligations).

 

10.2 Notice of that assignment will be sent to each counterparty under the applicable Merger Document or hedging agreement, and the Obligors shall (in the case of any assignment of rights under any Merger Document) procure an acknowledgment of that notice from each such counterparty or (in the case of any assignment of rights under any hedging agreement) use reasonable endeavours to obtain an acknowledgement of that notice from each such counterparty (provided that, in each case, each Obligor shall ensure that there are no restrictions in the terms of any of the Merger Documents or the hedging agreements against such assignment or, to the extent that there are any such restrictions, such restrictions are waived).

 

10.3 The Security Agent shall not exercise or enforce any such right of any Obligor or Group Member under any of the Merger Documents or hedging agreements pursuant to such Transaction Security, unless and until an Enforcement Event has occurred.

 

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Schedule 4 — Permitted Restructuring

Permitted Restructuring Steps

The Permitted Restructuring shall consist of the following steps and any interim or ancillary steps or actions necessary or desirable to implement those steps. The Lenders agree to consider any other restructuring steps proposed by the Borrower which are necessary and advisable for the purpose of completing a public offering in China, such proposed steps shall also be deemed as Permitted Restructuring.

 

1. Cancellation of non-commercial VIE arrangement — Each VIE Entity will cancel and discharge any non-commercial arrangement (including relevant share pledges over each VIE Entity).

 

2. Incurrence of Onshore Debt — Shenzhen iDreamSky Technology Co., Ltd (“Shenzhen iDreamSky”) as borrower will enter into an onshore working capital and acquisition financing arrangement with the Lender and/or their Affiliates.

 

3. Purchase of WFOE and release of pledges — Shenzhen iDreamSky together with certain Sponsors (including THL A19 Limited) and their designated parties, using part of the proceeds from Step 2 above, will purchase the Equity Interest of each WFOE Entity from iDreamSky Technology (HK) Limited (the purchase price of the Equity Interest of each WFOE Entity being the WFOE Purchase Amount). The pledge over the equity interests in each of Beijing WFOE and Shenzhen WFOE shall also be released for the purpose of such purchase.

 

4. Equity Restructuring of Shenzhen iDreamSky and other PRC affiliates — Shenzhen iDreamSky and other PRC affiliates will restructure their equity structure for the purpose of public offering in China (including without limitation the investment in Shenzhen iDreamSky by Sponsors (including THL A19 Limited) and their designated parties).

 

5. Repayment of Advance Payments — Shenzhen iDreamSky using part of the proceeds from Step 2 above, will repay certain advance payments made by the Target and iDreamSky Technology (HK) Limited (the repayment amount of such advance payments being the Advance Repayment Amount).

 

6. Purchase of Offshore Intangible Assets — Shenzhen iDreamSky using part of the proceeds from Step 2 above, will purchase certain intangible assets owned by the Offshore Group Members and any other offshore entities in which the Target owns equity interests (the purchase price of such offshore intangible assets being the Asset Purchase Amount).

 

7. Repayment of Offshore Financing — iDreamSky Creative Limited to declare a dividend to iDreamSky Technology (HK) Limited and iDreamSky Technology (HK) Limited will in turn declare a dividend to Target in an amount equal to the WFOE Purchase Amount. The Target shall apply an amount equal to the WFOE Purchase Amount in voluntary prepayment of the Facility.

 

8. Cancellation of all VIE arrangement — Each VIE Entity will cancel and discharge all VIE arrangements.

 

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APPENDIX B

COMMITMENTS

 

Underwriter

   Proportion     Commitment  

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch

     100   US$ 161,000,000   

 

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EX-99.6 6 d117049dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

MICHAEL XIANGYU CHEN

c/o 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North

Nanshan District, Shenzhen, Guangdong, 518057

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Michael Xiangyu Chen (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $48,816,136 (the “Contribution”), subject to the terms and conditions hereof; provided that such aggregate amount shall be reduced by an amount if and only to the extent that Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO has actually contributed, or has caused to be contributed, such amount as equity contribution(s) to Holdco in accordance with the terms of that certain equity commitment letter, dated as of the date hereof, by and among Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO , Holdco and Parent. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Michael Xiangyu Chen
By:   /s/ Michael Xiangyu Chen

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.7 7 d117049dex997.htm EX-99.7 EX-99.7

Exhibit 99.7

ANFERNEE SONG GUAN

c/o 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North

Nanshan District, Shenzhen, Guangdong, 518057

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Anfernee Song Guan (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $3,094,483 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Anfernee Song Guan
By:  

/s/ Anfernee Song Guan

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.8 8 d117049dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

KINGSUN (SHANGHAI) INVESTMENT CO., LTD.

Rm 1601, Huaxia Bank Tower, 256 South Pudong Road

Shanghai 200120

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Kingsun (Shanghai) Investment Co., Ltd. LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $6,889,741 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

2


  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

3


  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

4


(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of December 28, 2015, by and between Michael Xiangyu Chen and the Sponsor, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

Kingsun (Shanghai) Investment Co., Ltd.

LOGO

[Company chop is affixed]

By:  

/s/ Xiaowei Wu

Name:   Xiaowei Wu
Title:   Chairman

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.9 9 d117049dex999.htm EX-99.9 EX-99.9

Exhibit 99.9

BEIJING JUNLIANXINHAI PRIVATE EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

16F, Tower B, Raycom Infotech Park, No. 2 Kexueyuan South Road

Haidian District, Beijing 100190

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $15,698,588 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of September 29, 2015, by and between Michael Xiangyu Chen and Legend Capital Co., Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,

Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)

LOGO

By:  

/s/ Jiaqing Li

Name:   Jiaqing Li
Title:   Authorized Representative, Director and General Manager

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.10 10 d117049dex9910.htm EX-99.10 EX-99.10

Exhibit 99.10

RUIPU LEHUA (TIANJIN) INVESTMENT CENTER (LIMITED PARTNERSHIP)

No. 1539 Nanjing West Road

Jing’an Kerry Center, Tower 2, Suite 1801

Shanghai 200040

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $23,547,881 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 5, 2015, by and between Michael Xiangyu Chen and Redpoint Ventures, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,

Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)

LOGO

[Company chop is affixed]

By:  

/s/ Mingchen Zhang

Name:   Mingchen Zhang
Title:   Executive Director

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.11 11 d117049dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11

PEKING PUSI INVESTMENT CO., LTD.

1605 A Block Wanda Plaza, 93 Jianguo Road

Chaoyang District, Beijing 100026

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

 

  Re: Equity Commitment Letter

Ladies and Gentlemen:

Peking Pusi Investment Co., Ltd. LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $23,547,881 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

2


  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

3


  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

4


(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 5, 2015, by and between Michael Xiangyu Chen and Prometheus Capital (International) Co, Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

Peking Pusi Investment Co., Ltd.

LOGO

By:  

/s/ Sicong Wang

Name:   Sicong Wang
Title:   Chairman

 

Agreed to and accepted as of the date first written above:
Dream Technology Holdings Limited
 
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.12 12 d117049dex9912.htm EX-99.12 EX-99.12

Exhibit 99.12

V CAPITAL COMPANY LIMITED

Rm 2603, Dongyin Center Tower A

500 Hongbaoshi Road

Shanghai 201103

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

 

  Re: Equity Commitment Letter

Ladies and Gentlemen:

V Capital Company Limited LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $15,698,588 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 23, 2015, by and between Michael Xiangyu Chen and the Sponsor, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,

V Capital Company Limited

LOGO

[Company chop is affixed]

By:  

/s/ Weiqing Tang

Name:   Weiqing Tang
Title:   Chairman and Legal Representative

 

Agreed to and accepted as of the date first

written above:

Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.13 13 d117049dex9913.htm EX-99.13 EX-99.13

Exhibit 99.13

LT PROSPERITY (TIANJIN) ASSET MANAGEMENT CO., LTD.

Shengtaicheng Dongmanzhonglu #482 Dongman Dasha 1-103-16

Tianjin 300480

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $12,558,870 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of July 13, 2015, by and between Michael Xiangyu Chen and Lingtai (Tianjin) Asset Management Company, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

LT Prosperity (Tianjin) Asset Management Co., Ltd.

LOGO

[Company chop is affixed]

By:   /s/ Xu Peng
Name:   Xu Peng
Title:   Partner
 

 

Agreed to and accepted as of the date first

written above:

 

Dream Technology Holdings Limited

By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director

 

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.14 14 d117049dex9914.htm EX-99.14 EX-99.14

Exhibit 99.14

JIAXING YAMING INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

4705, Jinmao Tower, 88 Century Avenue

Pudong New Area, Shanghai 200121

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention:         Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $11,459,969 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).

 

1


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

2


  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

3


  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

4


(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of November 10, 2015, by and between Michael Xiangyu Chen and Shanghai Yahao Asset Management Co., Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


 

Very truly yours,

 

Jiaxing Yaming Investment Partnership (Limited Partnership)

LOGO

[Company chop is affixed]

 
By:   /s/ Lina Zhu
Name:   Lina Zhu
Title:   Authorized Representative of Executive Partner

 

Agreed to and accepted as of the date first written above:
Dream Technology Holdings Limited
By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:   /s/ Michael Xiangyu Chen
Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.15 15 d117049dex9915.htm EX-99.15 EX-99.15

Exhibit 99.15

JIAXING NUOXIN INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

4705, Jinmao Tower, 88 Century Avenue

Pudong New Area, Shanghai 200121

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.


  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $4,238,619 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).

 

  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

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  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of November 10, 2015, by and between Michael Xiangyu Chen and Shanghai Yahao Asset Management Co., Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO
[Company chop is affixed]
By:  

/s/ Jingyuan Liang

Name:   Jingyuan Liang
Title:   Managing Partner

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:

 

Michael Xiangyu Chen

Title:  

Director

Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:  

Michael Xiangyu Chen

Title:  

Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.16 16 d117049dex9916.htm EX-99.16 EX-99.16

Exhibit 99.16

FORTUNE WISDOM VENTURE CAPITAL CO., LTD.

23/F, Special Zone Press Building

Shenzhen 518009

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Fortune Wisdom Venture Capital Co., Ltd. LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.


  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $7,849,294 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).

 

  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

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  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 21, 2015, by and between Michael Xiangyu Chen and Fortune Venture Capital Co. Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,
Fortune Wisdom Venture Capital Co., Ltd. LOGO
[Company chop is affixed]
By:  

/s/ Zhou Liu

Name:   Zhou Liu
Title:   President

 

Agreed to and accepted as of the date first
written above:  
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.17 17 d117049dex9917.htm EX-99.17 EX-99.17

Exhibit 99.17

NEWPLUS IDREAM INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

CD1, 11/F China Merchants Building

118 Jianguo Road

Chaoyang District, Beijing

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Newplus iDream Investment Partnership (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.


  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $9,419,153 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).

 

  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

 

2


  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

 

3


  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

4


(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of September 23, 2015, by and between Michael Xiangyu Chen and China Merchants Securities (HK) Co., Limited, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

Newplus iDream Investment Partnership

(Limited Partnership) LOGO

[Company chop is affixed]
By:  

/s/ Jun Wang

Name:   Jun Wang
Title:   Authorized Representative

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.18 18 d117049dex9918.htm EX-99.18 EX-99.18

Exhibit 99.18

SHANGHAI SUPER STAR VENTURE CAPITAL PARTNERS (LIMITED PARTNERSHIP)

Building CF05, No.1 Balizhuangdongli

Chaoyang District, Beijing

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $3,139,718 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of October 27, 2015, by and between Michael Xiangyu Chen and StarVC, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO
[Company chop is affixed]

By:

 

/s/ Zhenquan Ren

Name:

  Zhenquan Ren

Title:

  Authorized Representative of Executive Partner

 

Agreed to and accepted as of the date first written above:

Dream Technology Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

Dream Investment Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.19 19 d117049dex9919.htm EX-99.19 EX-99.19

Exhibit 99.19

GUANGXI XI HUI HE YING INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

11th Floor, Guangxi Xinyi Finance and Investment Building

No.38 Shuangyong Road, Nanning City 530021

Guangxi Province, People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $12,558,870 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

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  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

4


  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of October 11, 2015, by and between Michael Xiangyu Chen and Guangxi Xijiang Asset Management Co., Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

Guangxi Xi Hui He Ying Investment

Management Partnership (Limited Partnership)

LOGO

[Company chop is affixed]

By:

 

/s/ Guangyi Huang

Name:

  Guangyi Huang

Title:

  Director

 

Agreed to and accepted as of the date first written above:

Dream Technology Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

Dream Investment Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.20 20 d117049dex9920.htm EX-99.20 EX-99.20

Exhibit 99.20

SHANGHAI GREENWOODS ASSET MANAGEMENT LIMITED

27/F, Kerry Parkside Office, 1155 Fangdian Road

Pudong, Shanghai 201204

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Shanghai Greenwoods Asset Management Limited LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $7,849,294 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

2


  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

3


  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

4


  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 11, 2015, by and between Michael Xiangyu Chen and GreenWoods Asset Management Limited, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,

Shanghai Greenwoods Asset Management Limited

LOGO

By:

 

[Company chop is affixed]

Name:

 

Title:

 

 

Agreed to and accepted as of the date first written above:
Dream Technology Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director
Dream Investment Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.21 21 d117049dex9921.htm EX-99.21 EX-99.21

Exhibit 99.21

SHANGHAI WEIYING GEFEI INVESTMENT MANAGEMENT LTD.

Zone 10, Huitong Time Square, 1st Yaojiayuan South Street

Chaoyang, Beijing 100123

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Shanghai Weiying Gefei Investment Management Ltd. LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $4,709,577 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

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  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

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  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

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  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

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  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of August 11, 2015, by and between Michael Xiangyu Chen and the Sponsor, and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Shanghai Weiying Gefei Investment Management Ltd. LOGO
[Company chop is affixed]

By:

 

/s/ Shi Lei

Name:

  Shi Lei

Title:

  Director

 

Agreed to and accepted as of the date first written above:

Dream Technology Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

Dream Investment Holdings Limited

By:

 

/s/ Michael Xiangyu Chen

Name:

  Michael Xiangyu Chen

Title:

  Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.22 22 d117049dex9922.htm EX-99.22 EX-99.22

Exhibit 99.22

HENGQIN DREAM YONGTAI EQUITY INVESTMENT ENTERPRISE (LIMITED PARTNERSHIP)

16/F, A3 Bldg, Kexing Science Park

Nanshan District, Shenzhen

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $27,948,381 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).


  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Recourse. This letter agreement may only be enforced by Holdco. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable), and (e) October 1, 2016; provided that, in the event any claim by the Company seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

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  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

  6. No Other Beneficiaries. This letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

 

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(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

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  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

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  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Other Sponsor Equity Commitment Letters, those certain limited guarantees, dated as of the date hereof, by and between each Guarantor and the Company, the Merger Agreement, that certain wrap letter, dated as of December 25, 2015, by and between Michael Xiangyu Chen and Hengqin Dream Yongtai Equity Investment Management Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

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Very truly yours,
Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) LOGO

[Company chop is affixed]

By:

 

/s/ Junwen Lei

Name:

  Junwen Lei

Title:

  Executive Representative

 

Agreed to and accepted as of the date first written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.23 23 d117049dex9923.htm EX-99.23 EX-99.23

Exhibit 99.23

HENGQIN DREAM RUITONG EQUITY INVESTMENT ENTERPRISE (LIMITED PARTNERSHIP)

16/F, A3 Bld, Kexing Science Park

Nanshan District, Shenzhen

People’s Republic of China

December 31, 2015

Dream Technology Holdings Limited

Dream Investment Holdings Limited

c/o 16/F, A3 Building, Kexing Science Park

15 Keyuan Road North, Nanshan District

Shenzhen, Guangdong, 518057

People’s Republic of China

Attention: Michael Xiangyu Chen

Re: Equity Commitment Letter

Ladies and Gentlemen:

Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO (including its successors or permitted assigns, this “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Dream Technology 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 the terms of that certain Agreement and Plan of Merger dated as of the date hereof, by and among iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Dream Investment Holdings Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Holdco (“Parent”) and Dream Merger Sub Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the “Sponsors” as set forth in the Merger Agreement other than this Sponsor (each, an “Other Sponsor”) are also entering into letter agreements substantially similar to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.


  1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Holdco, an aggregate amount equal to $18,838,308 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all the Other Sponsors under the Other Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used (a) by Holdco to contribute to Parent, and then (b) by Parent, to the extent necessary, to fund such portion of Per Share Merger Consideration and/or Per ADS Merger Consideration plus such other amounts required to be paid by Parent to consummate the Merger, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any guaranteed obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor) pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the Contribution (for the avoidance of doubt, the Sponsor shall not be liable under this letter agreement for any portion of the Contribution that has actually been funded in accordance with the terms hereof).

 

  2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction (or waiver, if permissible) of all conditions precedent to the obligations of Parent and the Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the Other Sponsor Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), (c) the Debt Financing (and any Alternate Debt Financing, if applicable) has been funded (or will be funded substantially concurrently if Equity Financing is funded at the Closing), and (d) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

 

  3. Enforcement/Recourse. This letter agreement may only be enforced by (a) Holdco, (b) by the Company to seek specific performance of the Sponsor’s obligations under this letter agreement to use reasonable best efforts to obtain the Sponsor Required Approvals, (c) by the Company to seek specific performance of the Sponsor’s obligations to fund the Contribution, and (d) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (c) and clause (d), in accordance with, and to the extent permitted by Section 9.6 of the Merger Agreement. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. Other than with respect to the Permitted Claims (as defined in the Limited Guarantee) and subject to this Section 3, the Company’s remedies against the Sponsor under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any former, current or future director, officer, employee, agent or Affiliate of the Sponsor, any former, current or future, direct or indirect holder of any Equity Interests of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that, in the event the Sponsor shall have made the Contribution in full in accordance with the terms hereof, then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Holdco acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the other unfunded Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

 

2


  4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged but subject to the performance of such obligations), (c) the making of the Contribution by the Sponsor or its assigns to Holdco and the contribution by Holdco of all such funds to Parent pursuant to Section 1(a) of this letter agreement, (d) the Company’s receipt of all of the Parent Termination Fee paid or cause to be paid by Parent pursuant to the terms of the Merger Agreement (and any expenses and/or reimbursement due thereunder, as applicable) or payment in full from the Sponsor as the Guarantor under the Limited Guarantee in respect of the Guaranteed Obligations (as defined in the Limited Guarantee) pursuant to the terms thereof, and (e) October 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6 the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

 

  5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by one party without the prior written consent of the other parties, except that, without the prior written consent of the other parties, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more investment funds or investment vehicles sponsored or managed by the Sponsor or any of its Affiliates; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate, investment fund or investment vehicle. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

 

3


  6. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of the other parties hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Holdco’s and Parent’s creditors shall have no right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

 

  7. Representations and Warranties.

(A) The Sponsor hereby represents and warrants to Holdco that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor, or (z) conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor (including the Sponsor Required Approvals, it being understood that the Sponsor shall use its reasonable best efforts to obtain such Sponsor Required Approvals) have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this letter agreement; (f) the Sponsor or its Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution at Closing; and (g) the amount of the Contribution is less than the maximum cumulative amount permitted to be invested collectively by the Sponsor and its Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

(B) Holdco hereby represents and warrants to Parent that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Holdco has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of Holdco are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Holdco in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by Holdco of this letter agreement do not and will not (x) violate the organizational documents of Holdco, (y) violate any applicable Law binding on Holdco or the assets of Holdco, or (z) conflict with any material agreement binding on Holdco; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Holdco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

 

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  8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

 

  9. Jurisdiction. In the event any dispute arises among the parties out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One (1) arbitrator shall be nominated by the claimant(s), irrespective of number, and one (1) arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third (3rd) arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third (3rd) arbitrator. The third (3rd) arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

 

5


  10. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

 

  11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

 

  12. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This letter agreement, the Limited Guarantee, the Other Sponsor Equity Commitment Letters, the Other Limited Guarantees (as defined in the Limited Guarantee), the Merger Agreement, that certain wrap letter, dated as of December 25, 2015, by and between Michael Xiangyu Chen and Hengqin Dream Ruitong Equity Investment Management Ltd., and that certain interim investors agreement, dated as of the date hereof, by and among the Sponsor, Holdco and other parties, and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Holdco; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

 

6


Very truly yours,
Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO
[Company chop is affixed]
By:  

/s/ Heng Zhang

Name:   Heng Zhang
Title:   Executive Representative

 

Agreed to and accepted as of the date first
written above:
Dream Technology Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director  
Dream Investment Holdings Limited
By:  

/s/ Michael Xiangyu Chen

Name:   Michael Xiangyu Chen
Title:   Director  

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.24 24 d117049dex9924.htm EX-99.24 EX-99.24

Exhibit 99.24

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Michael Xiangyu Chen, a citizen of the People’s Republic of China (including his successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 21.2% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $2,388,629 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

 

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(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

c/o 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan

District, Shenzhen, Guangdong, 518057, People’s Republic of China

Attention: Michael Xiangyu Chen

Facsimile: +86 755 8653 0126

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

MICHAEL XIANGYU CHEN
By:  

/s/ Michael Xiangyu Chen

IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

 

EX-99.25 25 d117049dex9925.htm EX-99.25 EX-99.25

Exhibit 99.25

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Anfernee Song Guan, a citizen of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 1.3% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $151,417 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

 

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(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

c/o 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan

District, Shenzhen, Guangdong, 518057, People’s Republic of China

Attention: Anfernee Song Guan

Facsimile: +86 755 8653 0126

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

ANFERNEE SONG GUAN
By:  

/s/ Anfernee Song Guan

IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

 

EX-99.26 26 d117049dex9926.htm EX-99.26 EX-99.26

Exhibit 99.26

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Kingsun (Shanghai) Investment Co., Ltd. LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 3.0% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $337,123 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of December 28, 2015, by and between Michael Xiangyu Chen and the Guarantor and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Address: Rm 1601, Huaxia Bank Tower, 256 South Pudong Road, Shanghai

200120, People’s Republic of China

Attention: Xiaowei Wu

Facsimile: +86 21 3897 0131

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

KINGSUN (SHANGHAI) INVESTMENT CO., LTD. LOGO
[Company chop is affixed]
By:  

/s/ Xiaowei Wu

Name:   Xiaowei Wu
Title:   Chairman
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.27 27 d117049dex9927.htm EX-99.27 EX-99.27

Exhibit 99.27

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 6.8% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $768,150 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of September 29, 2015, by and between Michael Xiangyu Chen and Legend Capital Co., Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

16F, Tower B, Raycom Infotech Park, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China

Attention: Joon Sung Park

Facsimile: +86 10 8913 9001

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

BEIJING JUNLIANXINHAI PRIVATE EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO
By:  

/s/ Jiaqing Li

Name:   Jiaqing Li
Title:   Authorized Representative, Director and
  General Manager
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.28 28 d117049dex9928.htm EX-99.28 EX-99.28

Exhibit 99.28

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 10.2% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $1,152,225 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of August 5, 2015, by and between Michael Xiangyu Chen and Redpoint Ventures and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

No. 1539 Nanjing West Road, Jing’an Kerry Center, Tower 2, Suite 1801, Shanghai 200040, People’s Republic of China

Attention: Alex Zhang

Facsimile: +86 21 6288 7797

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

RUIPU LEHUA (TIANJIN) INVESTMENT CENTER (LIMITED PARTNERSHIP) LOGO
[Company chop is affixed]
By:  

/s/ Mingchen Zhang

Name:   Mingchen Zhang
Title:   Executive Director
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.29 29 d117049dex9929.htm EX-99.29 EX-99.29

Exhibit 99.29

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Peking Pusi Investment Co., Ltd. LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 10.2% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $1,152,225 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of August 5, 2015, by and between Michael Xiangyu Chen and Prometheus Capital (International) Co, Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

1605 A Block Wanda Plaza, 93 Jianguo Road, Chaoyang District, Beijing

100026, People’s Republic of China

Attention: Zhijian He

Facsimile: +86 10 6581 8627

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

PEKING PUSI INVESTMENT CO., LTD. LOGO
By:  

/s/ Sicong Wang

Name:   Sicong Wang
Title:   Chairman
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.30 30 d117049dex9930.htm EX-99.30 EX-99.30

Exhibit 99.30

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by V Capital Company Limited LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 6.8% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $768,150 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of August 23, 2015, by and between Michael Xiangyu Chen and the Guarantor and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Rm 2603, Dongyin Center Tower A, 500 Hongbaoshi Road, Shanghai 201103,

People’s Republic of China

Attention: Pu Hu

Facsimile: +86 21 6381 8863

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

V CAPITAL COMPANY LIMITED LOGO
[Company chop is affixed]
By:  

/s/ Weiqing Tang

Name:   Weiqing Tang
Title:   Chairman and Legal Representative
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.31 31 d117049dex9931.htm EX-99.31 EX-99.31

Exhibit 99.31

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by LT Prosperity (Tianjin) Asset Management Co., Ltd. LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 5.5% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $614,520 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of July 13, 2015, by and between Michael Xiangyu Chen and Lingtai (Tianjin) Asset Management Company and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Shengtaicheng Dongmanzhonglu #482 Dongman Dasha 1-103-16, Tianjin

300480, People’s Republic of China

Attention: Peng Xu

Cell: +86 186 0188 0666

 

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with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

LT PROSPERITY (TIANJIN) ASSET MANAGEMENT CO., LTD.

LOGO

[Company chop is affixed]
By:  

/s/ Xu Peng

Name:   Xu Peng
Title:   Partner
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

 

EX-99.32 32 d117049dex9932.htm EX-99.32 EX-99.32

Exhibit 99.32

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Jiaxing Yaming Investment Partnership (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 5.0% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $560,749 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of November 10, 2015, by and between Michael Xiangyu Chen and Shanghai Yahao Asset Management Co., Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

4705, Jinmao Tower, 88 Century Avenue, Pudong New Area, Shanghai

200121, People’s Republic of China

Attention: Hao Chen

Facsimile: +86 21 5019 6617

 

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with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

JIAXING YAMING INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

LOGO

[Company chop is affixed]
By:  

/s/ Lina Zhu

Name:   Lina Zhu
Title:   Authorized Representative of Executive Partner
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

 

EX-99.33 33 d117049dex9933.htm EX-99.33 EX-99.33

Exhibit 99.33

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Jiaxing Nuoxin Investment Partnership (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 1.8% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $207,400 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of November 10, 2015, by and between Michael Xiangyu Chen and Shanghai Yahao Asset Management Co., Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

 

if to the Guarantor:

4705, Jinmao Tower, 88 Century Avenue, Pudong New Area, Shanghai

200121, People’s Republic of China

Attention: Hao Chen

Facsimile: +86 21 5019 6617

 

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with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

JIAXING NUOXIN INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

LOGO

[Company chop is affixed]
By:  

/s/ Jingyuan Liang

Name:   Jingyuan Liang
Title:   Managing Partner
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

 

EX-99.34 34 d117049dex9934.htm EX-99.34 EX-99.34

Exhibit 99.34

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Fortune Wisdom Venture Capital Co., Ltd. LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 3.4% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $384,075 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of August 21, 2015, by and between Michael Xiangyu Chen and Fortune Venture Capital Co. Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

23/F, Special Zone Press Building, Shenzhen 518009, People’s Republic of China

Attention: Quan Chen

Facsimile: +86 755 8351 5115

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

FORTUNE WISDOM VENTURE CAPITAL CO., LTD. LOGO
[Company chop is affixed]
By:  

/s/ Zhou Liu

Name: Zhou Liu
Title: President
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name: Ruby Rong Lu
Title: Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.35 35 d117049dex9935.htm EX-99.35 EX-99.35

Exhibit 99.35

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Newplus iDream Investment Partnership (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 4.1% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $460,890 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.

 


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

 

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7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of September 23, 2015, by and between Michael Xiangyu Chen and China Merchants Securities (HK) Co., Limited and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

CD1, 11/F China Merchants Building, 118 Jianguo Road, Chaoyang District,

Beijing, People’s Republic of China / 48/F, One Exchange Square, Central,

Hong Kong

Attention: Vivian Wang

Facsimile: +86 10 6568 8992 / +852 2537 7983

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

 

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15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

NEWPLUS IDREAM INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO
[Company chop is affixed]
By:  

/s/ Jun Wang

Name:   Jun Wang
Title:   Authorized Representative
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.36 36 d117049dex9936.htm EX-99.36 EX-99.36

Exhibit 99.36

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Shanghai Super Star Venture Capital Partners (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 1.4% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $153,630 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of October 27, 2015, by and between Michael Xiangyu Chen and StarVC and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Building CF05, No.1 Balizhuangdongli, Chaoyang District, Beijing, People’s Republic of China

Attention: Martin Cao

Cell: +86 139 1099 1697

 

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with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

SHANGHAI SUPER STAR VENTURE CAPITAL PARTNERS (LIMITED PARTNERSHIP)

LOGO

[Company chop is affixed]
By:  

/s/ Zhenquan Ren

Name:   Zhenquan Ren
Title:   Authorized Representative of Executive Partner
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.37 37 d117049dex9937.htm EX-99.37 EX-99.37

Exhibit 99.37

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 5.5% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $614,520 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of October 11, 2015, by and between Michael Xiangyu Chen and Guangxi Xijiang Asset Management Co., Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

11th Floor, Guangxi Xinyi Finance and Investment Building, No.38

Shuangyong Road, Nanning City 530021 Guangxi Province, People’s

Republic of China

Attention: Guangyi Huang

Cell: +86 186 7714 2665

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

GUANGXI XI HUI HE YING INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP) LOGO
[Company chop is affixed]
By:  

/s/ Guangyi Huang

Name:   Guangyi Huang
Title:   Director
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.38 38 d117049dex9938.htm EX-99.38 EX-99.38

Exhibit 99.38

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Shanghai Greenwoods Asset Management Limited LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 3.4% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $384,075 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of August 11, 2015, by and between Michael Xiangyu Chen and GreenWoods Asset Management Limited and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

27/F, Kerry Parkside Office, 1155 Fangdian Road, Pudong, Shanghai 201204, People’s Republic of China

Attention: Fei Zhou

Facsimile: +86 21 6104 9577

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

SHANGHAI GREENWOODS ASSET MANAGEMENT LIMITED LOGO
By:  

[Company chop is affixed]

Name:
Title:
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name: Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.39 39 d117049dex9939.htm EX-99.39 EX-99.39

Exhibit 99.39

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Shanghai Weiying Gefei Investment Management Ltd. LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 2.0% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $230,445 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

 

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(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of December 14, 2015, by and between Michael Xiangyu Chen and the Guarantor and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Zone 10, Huitong Time Square, 1st Yaojiayuan South Street, Chaoyang,

Beijing 100123, People’s Republic of China

Attention: Guihong He

Facsimile: +86 10 5732 1599

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

9


IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

SHANGHAI WEIYING GEFEI INVESTMENT MANAGEMENT LTD. LOGO
[Company chop is affixed]
By:  

/s/ Shi Lei

Name: Shi Lei
Title: Director
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name: Ruby Rong Lu
Title: Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

EX-99.40 40 d117049dex9940.htm EX-99.40 EX-99.40

Exhibit 99.40

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) LOGO , a limited partnership formed under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology 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 Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, 8.2% of Parent’s payment obligation with respect to (i) the payment obligations of Parent pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $921,780 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (each, an “Other Guarantor”) are also entering into limited guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party.


2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay the Guaranteed Obligations as and when due, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of its Guaranteed Obligations, take any and all actions available hereunder or under applicable Laws to collect the Guaranteed Obligations from the Guarantor, subject to the Maximum Amount; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless such action or actions are also brought (and recovery is also obtained) simultaneously against the other Guarantors under the other Limited Guarantees dated as of the date hereof, and the Guaranteed Party shall not release any of the other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees dated as of the date hereof shall be several and not joint.

(b) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations, if (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(c) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or that certain letter agreement, dated as of the date hereof, by and among the Guarantor, Holdco and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Holdco and Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Holdco, Parent, Merger Sub or the Guarantor or affecting any of their respective assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

 

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligations that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

(d) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure or delay by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

 

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(e) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(f) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made by such Guarantor so long as this Limited Guarantee has not terminated in accordance with its terms.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against and no personal liability shall attach to the Guarantor or any former, current or future director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Holdco and/or Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) the Guarantee Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its equityholders, Affiliates and Subsidiaries not to, institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, or in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

 

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4. Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party and (e) the termination of the Merger Agreement in accordance with its terms under circumstances in which, upon such termination, Parent and Merger Sub would not be obliged to make any payment pursuant to the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three (3)-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any Other Guarantor under the Other Limited Guarantees dated as of the date hereof or any Related Person of any such Other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

 

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6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Other Limited Guarantees, the Other Equity Commitment Letters (as defined in the Equity Commitment Letter), that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, Holdco and other parties thereto, that certain wrap letter, dated as of December 25, 2015, by and between Michael Xiangyu Chen and Hengqin Dream Ruitong Equity Investment Management Ltd. and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

 

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10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

16/F, A3 Bld, Kexing Science Park, Nanshan District, Shenzhen, People’s

Republic of China

Attention: Meng Su

Facsimile: +86 755 8668 5777

with copies to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Facsimile: +852-3761-3301

Attention: David Zhang and Jesse Sheley

If to the Guaranteed Party, as provided in Section 9.2(b) of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Waiver of Service of Process.

(a) Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two (2) arbitrators so chosen shall select a third arbitrator; provided that if such two (2) arbitrators shall fail to choose a third (3rd) arbitrator within thirty (30) days after such two (2) arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Limited Guarantee, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

 

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.

14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

 

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16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

 

HENGQIN DREAM RUITONG EQUITY INVESTMENT ENTERPRISE (LIMITED PARTNERSHIP)

LOGO

[Company chop is affixed]
By:  

/s/ Heng Zhang

Name:   Heng zhang
Title:   Executive Representative
IDREAMSKY TECHNOLOGY LIMITED
By:  

/s/ Ruby Rong Lu

Name:   Ruby Rong Lu
Title:   Chairman of the Special Committee

[SIGNATURE PAGE TO LIMITED GUARANTEE]

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