AGREEMENT AND PLAN OF MERGER among Quantum Bloom Group Ltd,Merger Agreement • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2020 (this “Agreement”), among Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and 58.com Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
EQUITY COMMITMENT LETTER June 15, 2020Equity Commitment Letter • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
This letter agreement is being delivered by and sets forth the commitment of the undersigned (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 58.com Inc. (the “Company”), Parent and Quantum Bloom Company Ltd, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
This Interim Investors Agreement (the “Agreement”) is made as of June 15, 2020, by and among Mr. Jinbo Yao (together with his affiliated investment entities, the “Founder”), Internet Opportunity Fund LP, a limited partnership formed and existing under the laws of the Cayman Islands (“Internet Opportunity”), Polarite Gem Holdings Group Ltd, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore 58TP Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic”), Ocean Magical Site Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link” and together with the Founder, Internet Opportunity, Warburg Pincus and General Atlantic, the “Investors”), Quantum Bloom Group Ltd, an exempted compan
SUPPORT AGREEMENTSupport Agreement • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc.
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 statement on 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 (including Class A ordinary shares represented by American Depositary Shares) of 58.com Inc., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement amends and restates in its entirety the Joint Filing Agreement previously entered into on May 11, 2020 by certain of the signatories hereto. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • February 11th, 2015 • Yao Jinbo • Services-computer programming, data processing, etc.
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 $0.00001 per share, of 58.com Inc., 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.
JOINT FILING AGREEMENTJoint Filing Agreement • May 11th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc.
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 statement on 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 (including Class A ordinary shares represented by American Depositary Shares) of 58.com Inc., 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.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2014 • Yao Jinbo • Services-computer programming, data processing, etc.
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 $0.00001 per share, of 58.com Inc., 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.
Dear Sirs, Project Haven – Commitment LetterCommitment Letter • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • Hong Kong
We, Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch (上海浦东发展银行股份有限公司上海分行) (the Original Arranger) and Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch (上海浦东发展银行股份有限公司上海分行) (the Original Underwriter and together with the Original Arranger, we or us) are pleased to set out in this letter the terms and conditions on which the Original Arranger is willing to arrange the Facilities and the Original Underwriter is willing to underwrite and fund the Facilities in full.
Joint Filing AgreementJoint Filing Agreement • February 9th, 2017 • Yao Jinbo • Services-computer programming, data processing, etc.
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 $0.00001 per share, of 58.com Inc., 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.
Joint Filing AgreementJoint Filing Agreement • February 13th, 2015 • Yao Jinbo • Services-educational 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 US$0.0001 per share, of Xueda Education Group, 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.
LIMITED GUARANTEELimited Guarantee • June 17th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
LIMITED GUARANTEE, dated as of June 15, 2020 (this “Limited Guarantee”), by Internet Opportunity Fund LP (the “Guarantor”), in favor of 58.com Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
Joint Filing AgreementJoint Filing Agreement • February 5th, 2016 • Yao Jinbo • Services-computer programming, data processing, etc.
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 $0.00001 per share, of 58.com Inc., 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.
EXCLUSIVITY LETTERExclusivity Letter • May 11th, 2020 • Yao Jinbo • Services-computer programming, data processing, etc. • New York
This EXCLUSIVITY LETTER, dated as of April 30, 2020 (this “Letter”), is made by and among Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, a company formed and existing under the laws of Delaware (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic,”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”, and together with the Founder, Warburg Pincus, and General Atlantic, collectively, the “Initial Consortium Members”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 6.1 hereof.
