INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between eHi Car Services Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and (Passport/ID Number ) (the “Indemnitee”), a director/an executive officer of the Company.
LIMITED GUARANTEELimited Guarantee • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
LIMITED GUARANTEE, dated as of February 18, 2019 (this “Limited Guarantee”), by Ctrip Investment Holding Ltd. (the “Guarantor”), in favor of eHi Car Services Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
AMENDED AND RESTATED EQUITY COMMITMENT LETTER February 18, 2019Equity Commitment Letter • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
This letter agreement sets forth the commitment of The Crawford Group, Inc., a corporation organized and existing under the Laws of the State of Missouri (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Teamsport Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”) and amends and restates in its entirety that certain equity commitment letter by and between the Sponsor and Holdco dated April 6, 2018 (the “Original Equity Commitment Letter”). It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of February 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among eHi Car Services Limited (the “Company”), Teamsport Parent Limited (“Parent”), a direct wholly-owned Subsidiary of Teamsport Midco Limited, a direct wholly-owned S
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TEAMSPORT PARENT LIMITED,Agreement and Plan of Merger • February 19th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 18, 2019 (the “Amended Execution Date”), among Teamsport Parent Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Teamsport Bidco Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and eHi Car Services Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into on December 11, 2013, by and among eHi Auto Services Limited, a limited liability company organized and existing under the laws of the Cayman Islands (the “Company”), the investors listed in Schedule A attached hereto (each an “Investor,” collectively, the “Investors”), each member of the Company Group (as defined below) listed in Schedule B attached hereto, Mr. Ruiping Zhang, the holder of United States passport number 711188529 (the “Founder”), and amends and restates in its entirety the Second Amended and Restated Investors’ Rights Agreement dated October 9, 2013, by and among the Company, the Founder, and certain Investors (the “Prior Agreement”). The Company, the Investors, the members of the Company Group and the Founder are referred to herein collectively as “Parties” and individually as a “Party.”
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of February 18, 2019 by and among MBK Partners Fund IV, L.P. (“MBKP”), The Crawford Group, Inc. (“Crawford Inc.” and, together with MBKP, the “Original Sponsors), Ocean Imagination L.P., a Cayman Islands exempted limited partnership (the “Ocean Sponsor”), and, together with the Original Sponsors and any New Sponsor (as defined below), the “Sponsors”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), Ctrip Investment Holding Ltd., a Cayman Islands exempted company (“Ctrip”), CDH Car Rental Service Limited, a British Virgin Islands business company (“CDH Car” and, together with the Ocean Sponsor, “Ocean”, and the Ocean Sponsor, CDH Car and Ctrip, collectively, the “Subsequent Investors”), ICG Holdings 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Crawford Inc. (“ICG Holdco 1”), ICG Holdings 2, LLC, a Delaware limited liability company and a wholly-owned
WARRANT TO PURCHASE COMMON SHARESWarrant Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
This Warrant (the “Warrant”) is issued to The Crawford Group, Inc. (the “Holder”), by eHi Auto Services Limited, a limited liability company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”) for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by the Company. This Warrant is originally issued in connection with that certain Share Purchase Agreement dated March 26, 2012 (the “Purchase Agreement”), by and among the Company, the Holder, and certain other parties, and capitalized terms not otherwise defined in this Warrant shall have the meanings attributed to them in the Purchase Agreement.
EHI CAR SERVICES LIMITEDIndenture • April 30th, 2018 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
INDENTURE, dated as of August 14, 2017, among eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), the entities listed in Schedule I hereto collectively as the initial Subsidiary Guarantors and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”).
Dated: March 13, 2014 CALL OPTION AND COOPERATION AGREEMENT among Han Hongtao Xie Chun and Shanghai eHi Car Rental Co., Ltd. on Shanghai eHai Information Technology Service Co., Ltd.Call Option and Cooperation Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Call option and Cooperation Agreement (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of March 13, 2014 by and among the following Parties:
eHi Car Services Limited 10,000,000 American Depositary Shares Representing 20,000,000 Class A Common Shares Underwriting AgreementUnderwriting Agreement • November 6th, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
eHi Car Services Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 American Depositary Shares (the “ADSs”), each ADS representing two Class A common shares, par value $0.001 per share (together with Class B common shares, par value $0.001 per share, of the Company, the “Common Shares”), of the Company (the “Underwritten Securities”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,500,000 ADSs of the Company (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”.
PURCHASE AGREEMENTPurchase Agreement • April 30th, 2018 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
Introductory. Subject to the terms and conditions herein contained, eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $400,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 (the “Notes”).
SHARE PURCHASE AGREEMENT For the Issuance of Series E Preferred Shares in eHi Auto Services Limited (a company limited by shares incorporated in the Cayman Islands)Share Purchase Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
LOAN AGREEMENT between HAN HONGTAO and SHANGHAI EHI CAR RENTAL CO., LTD. March 10, 2014Loan Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
Exclusive Technical Services and Consulting Agreement between Shanghai eHi Information Technology Service Co., Ltd. and Shanghai eHi Car Rental Co., Ltd. March 13, 2014Exclusive Technical Services and Consulting Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Exclusive Technical Services and Consulting Agreement (this “Agreement”) is made on March 13, 2014 in Shanghai, the People’s Republic of China (the “PRC”) by and between:
Dated April 16, 2014Share Purchase Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
WHEREAS, the Company has submitted a registration statement on Form F-1 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A common shares (“Class A Common Shares”) of the Company as specified in the Registration Statement; and
SHARE PURCHASE AGREEMENT BY AND BETWEEN EAGLE LEGEND GLOBAL LIMITED AS PURCHASER AND EHI CAR SERVICES LIMITED AS SELLERShare Purchase Agreement • September 30th, 2016 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
This SHARE PURCHASE AGREEMENT, dated June 2, 2015, is entered into by and between EAGLE LEGEND GLOBAL LIMITED, a company duly incorporated and existing under the laws of the British Virgin Islands (the “Purchaser”), EHI CAR SERVICES LIMITED, a company duly incorporated and existing under the laws of the Cayman Islands (the “Seller”), and SHANGHAI HAPPINESS EXPRESS INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) (上海幸福快车投资合伙企业（有限合伙）) (the “Guarantor”). For purposes of this Agreement (as defined below), the Purchaser, the Seller, and the Guarantor are referred to herein individually as a “Party” and collectively as the “Parties”.
Equity Pledge Agreement for Shanghai eHi Information Technology Service Co., Ltd. between Han Hongtao and Shanghai eHi Car Rental Co., Ltd. June 30, 2014Equity Pledge Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Equity Pledge Agreement (this “Agreement”) is made on June 30, 2014 in Shanghai, the People’s Republic of China (the “PRC”) by and between:
Equity Pledge Agreement between Shanghai eHi Car Rental Co., Ltd. (as the Pledgee) and Ji Haifeng (as the Pledgor) January 2016Equity Pledge Agreement • April 26th, 2016 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
Adhering to the principles of equality, mutual benefit and good faith, and in accordance with the provisions of the Property Law of the People’s Republic of China, the Guarantee Law of the People’s Republic of China and other relevant laws, the Parties hereby enter into this Agreement through friendly negotiation for their mutual compliance.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
SHARE PURCHASE AGREEMENT dated as of February 18, 2019 (this “Agreement”) by and among New Access Capital International Limited, a British Virgin Islands business company (“New Access Capital”), New Access Investments Group Limited, a British Virgin Islands business company (“New Access Investments” and, together with New Access Capital, the “Sellers”), and Teamsport Topco Limited, a Cayman Islands exempted company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Agreement on Authorization to Exercise Shareholder’s Voting Power in Shanghai eHi Information Technology Service Co., Ltd. Among Shanghai eHi Car Rental Co., Ltd., Han Hongtao and Xie Chun March 13, 2014Authorization to Exercise Shareholder’s Voting Power • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as “this agreement”) was entered into among and by following parties on March 13, 2014 in Shanghai, the People’s Republic of China (hereinafter referred to as “PRC”):
GLOBAL AFFILIATION AGREEMENTGlobal Affiliation Agreement • November 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Texas
ST. LOUIS, Mo. — March XX, 2012 — Enterprise Holdings today announced that Enterprise is making a strategic investment and reaching a global affiliation agreement with China-based eHi Auto Services. The investment and agreement represents an approximately 15-percent stake in eHi and gives Enterprise Holdings representation on eHi’s board of directors.
Agreement on Authorization to Exercise Shareholder’s Voting Power in Shanghai eHi Information Technology Service Co., Ltd. Among Shanghai eHi Car Rental Co., Ltd., Han Hongtao and Xie Chun March 13, 2014Agreement on Authorization to Exercise Shareholder’s Voting Power • September 10th, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as “this agreement”) was entered into among and by following parties on March 13, 2014 in Shanghai, the People’s Republic of China (hereinafter referred to as “PRC”):
Financing Cooperation Agreement between Shanghai eHi Car Rental Co., Ltd. and China Development Bank July 17, 2015Financing Cooperation Agreement • April 26th, 2016 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
Party A is China’s first car rental company that achieved E-commerce management. With its headquarter based in Shanghai, it offers car rentals nation-wide with more than 12,000 service locations in 100+ cities. Through its service team of approximately 5,000 people, it has established a fast and easy service platform with broad coverage. As of today, Party A has established a team with approximately 30,000 cars of 100 models to satisfy the needs of different customers.
Loan Facility AgreementLoan Facility Agreement • April 26th, 2016 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
In light of the needs in its business operation, Party A wishes to borrow from Party B a loan in the amount of RMB300 million at a rate of 6.9% per annum and with a term of three years. The interest accrued on such loan shall be settled on a quarterly basis on the date which is 20 days prior to the end of each quarter. The payment date shall be the business day immediately following such settlement date. If the borrower intends to repay the entrusted loan early, the interest shall be calculated based on the actual days lapsed and the amount of loan drawn down by the borrower. The last sum of interest shall be paid along with the repayment of the principal amount of the entrusted loan. Other terms shall be governed by the entrusted bank loan contract with the Agricultural Bank of China, Changning Sub-branch.
Equity Pledge Agreement for Shanghai eHi Car Sharing Information Technology Co., Ltd.Equity Pledge Agreement • April 22nd, 2015 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is made as of this 25th day of January, 2015 in Shanghai, the People’s Republic of China (hereinafter referred to as “PRC”) by and between:
Agreement on Authorization to Exercise Shareholder’s Voting Power In Respect of Shanghai eHi Car Sharing Information Technology Co., Ltd.Agreement on Authorization to Exercise Shareholder’s Voting Power • April 22nd, 2015 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as this “Agreement”) was entered into between and by following parties on January 25, 2015 in Shanghai, the People’s Republic of China (hereinafter referred to as “PRC”):
Call Option and Cooperation Agreement In respect of Shanghai eHi Car Sharing Information Technology Co., Ltd.Call Option and Cooperation Agreement • April 22nd, 2015 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Call Option and Cooperation Agreement (hereinafter referred to as the “Agreement”) is made as of this 25th day of January, 2015 in Shanghai, the People’s Republic of China (hereinafter referred to as the “PRC”) by and among:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2015 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2015, by and among eHi Car Services Limited, a Cayman Islands company, with headquarters located at Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, The People’s Republic of China (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Loan Agreement Between Wang Chengzhu And Shanghai eHi Car Rental Co., Ltd. January 16, 2015Loan Agreement • April 22nd, 2015 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
For the purpose of determining Borrower and Lender’s rights and obligations under the foregoing loan arrangement, it is agreed as follows:
ACCOUNT CHARGEAccount Charge • April 27th, 2017 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
FACILITY AGREEMENTFacility Agreement • April 27th, 2017 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 3rd, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
This Executive Employment Agreement, dated as of (this “Agreement”), is executed by and between eHi Car Services Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] number ) (the “Executive”).
SHARE PURCHASE AGREEMENT For the Issuance of Series E Preferred Shares in eHi Auto Services Limited (a company limited by shares incorporated in the Cayman Islands)Share Purchase Agreement • June 30th, 2014 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Supplementary Agreement to Loan Contract Between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd. Shanghai Chenghuan Car Service Co., Ltd. Shanghai Chenghuan Business Consulting Co., Ltd. Shanghai Benyuan Car Rental Co.,...Supplementary Agreement to Loan Contract • April 27th, 2017 • eHi Car Services LTD • Services-auto rental & leasing (no drivers)
Party A and Shanghai Chenghuan Car Rental Co., Ltd. (“Chenghuan Rental”) entered into a Loan Contract (Party A’s Contract No.: EHI-SH-FN-OC-161230-0047) in January 2016; at the same time, Party A and Party B entered into the Guarantee Contract, Equity Pledge Agreement and Supplementary Agreement to Loan Contract (Party A’s Contract No.: EHI-SH-FN-OC-161230-0047 (1) -(5)) with respect to the foregoing Loan Contract. The foregoing Loan Contract and its relevant agreements are collectively referred to as the “Master Contract”.
