SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016Consortium Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT (the “Agreement”) is made as of April 15, 2016, among (a) Xin Zhou (“Mr. Zhou”), (b) Neil Nanpeng Shen (“Mr. Shen”), and (c) SINA Corporation, a company incorporated under the laws of the Cayman Islands (“SINA”). Each of Mr. Zhou, Mr. Shen and SINA is referred to herein as a “Party” and collectively as the “Parties.”
EQUITY COMMITMENT LETTER April 15, 2016Zhou Xin • April 15th, 2016 • Real estate agents & managers (for others) • New York
This letter agreement sets forth the commitments of Neil Nanpeng Shen (“Investor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of E-House Holdings Ltd., a company incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among E-House (China) Holdings Limited (the “Company”), Parent, and E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
SHAREHOLDERS AGREEMENT by and among XIN ZHOU KANRICH HOLDINGS LIMITED ON CHANCE INC. JUN HENG INVESTMENT LIMITED NEIL NANPENG SHEN SINA CORPORATION and E-HOUSE HOLDINGS LTD. Dated as of August 12, 2016Shareholders Agreement • August 22nd, 2016 • Zhou Xin • Real estate
This SHAREHOLDERS AGREEMENT (as amended or modified, this “Agreement”) is made as of August 12, 2016 by and among E-House Holdings Ltd., an exempt company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Xin Zhou (“Mr. Zhou”), Kanrich Holdings Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, On Chance, Inc., a company with limited liability incorporated under the laws of the British Virgin Islands, Jun Heng Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, Mr. Neil Nanpeng Shen (“Mr. Shen”), SINA Corporation, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“SINA,” together with Mr. Zhou, Kanrich Holdings Limited, On Chance, Inc., Jun Heng Investment Limited and Mr. Shen, the “Sponsors”), and each other Person (as defined below) who may become party to this Agreement from time to time in acc
SHARE PURCHASE AGREEMENT in relation to all outstanding shares of HIGH-GOLD WORLDWIDE LIMITEDShare Purchase Agreement • December 27th, 2017 • Zhou Xin • Services-management services • Hong Kong
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • January 4th, 2017 • Zhou Xin • Real estate • Hong Kong
WHEREAS, pursuant to Section 4.04 of a shareholder agreement dated as of August 12, 2016 (the “SHA”) by and among the Company, the Selling Shareholder and certain other parties thereto, the Company desires to exercise an option to purchase from the Selling Shareholder and the Selling Shareholder desires to sell to the Company all the Ordinary Shares (as defined below) held by the Selling Shareholder in the Company.
AMENDMENT AGREEMENT DATED 20 MARCH 2015 BETWEEN KANRICH HOLDINGS LIMITED as Borrower, Chargor and Indemnifier AND ZHOU XIN as Guarantor AND JUN HENG INVESTMENT LTD. ON CHANCE INC. as Chargors and Indemnifiers AND PROMINENT ASSET INVESTMENT LIMITED as...Agreement • March 30th, 2015 • Zhou Xin • Real estate agents & managers (for others)
* Certain portions of this exhibit have been omitted based upon a request for confidential treatment. The omitted portions have been filed separately with the SEC.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • August 22nd, 2016 • Zhou Xin • Services-management services
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • August 22nd, 2016 • Zhou Xin • Real estate
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • June 19th, 2015 • Zhou Xin • Real estate agents & managers (for others)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.001 per share, of E-House (China) Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SHARE EXCHANGE AGREEMENT by and among XIN ZHOU, E-HOUSE (CHINA) HOLDINGS LIMITED, CHINA REAL ESTATE INFORMATION CORPORATION NEIL NANPENG SHEN, and SMART MASTER INTERNATIONAL LIMITED Dated as of March 16, 2018Share Exchange Agreement • March 26th, 2018 • Zhou Xin • Real estate • New York
This SHARE EXCHANGE AGREEMENT, dated as of March 16, 2018 (this “Agreement”), is by and among Mr. Xin Zhou (“Mr. Zhou”), E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House China”), China Real Estate Information Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CRIC’, and, together with Mr. Zhou and E-House China, the “Zhou Parties”), Mr. Neil Nanpeng Shen (“Mr. Shen”) and Smart Master International Limited, a company incorporated under the laws of the British Virgin Islands (“Smart Master”, and, together with Mr. Shen, the “Shen Parties”). Mr. Zhou, E-House China, CRIC, Mr. Shen and Smart Master are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Joint Filing AgreementJoint Filing Agreement • February 5th, 2016 • Zhou Xin • Services-management services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0005 per share, of Jupai Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ROLLOVER AGREEMENTRollover Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of April 15, 2016 by and among E-House Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 15, 2016 by and among E-House Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHARE EXCHANGE AGREEMENT by and among XIN ZHOU, E-HOUSE (CHINA) HOLDINGS LIMITED, CHINA REAL ESTATE INFORMATION CORPORATION NEIL NANPENG SHEN, and SMART MASTER INTERNATIONAL LIMITED Dated as of March 16, 2018Share Exchange Agreement • March 26th, 2018 • Zhou Xin • Services-management services • New York
This SHARE EXCHANGE AGREEMENT, dated as of March 16, 2018 (this “Agreement”), is by and among Mr. Xin Zhou (“Mr. Zhou”), E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House China”), China Real Estate Information Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CRIC’, and, together with Mr. Zhou and E-House China, the “Zhou Parties”), Mr. Neil Nanpeng Shen (“Mr. Shen”) and Smart Master International Limited, a company incorporated under the laws of the British Virgin Islands (“Smart Master”, and, together with Mr. Shen, the “Shen Parties”). Mr. Zhou, E-House China, CRIC, Mr. Shen and Smart Master are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LIMITED GUARANTEELimited Guarantee • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
LIMITED GUARANTEE, dated as of April 15, 2016 (this “Limited Guarantee”), by Mr. Xin Zhou, Mr. Neil Nanpeng Shen and SINA Corporation (the “Guarantors” and each, a “Guarantor”) in favor of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
STRICTLY PRIVATE AND CONFIDENTIALStrictly Private and Confidential • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • Hong Kong
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:
