LIMITED GUARANTEELimited Guarantee • February 26th, 2019 • Ctrip Investment Holding 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”).
CONSORTIUM AGREEMENTConsortium Agreement • April 9th, 2018 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers) • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made as of April 6, 2018 among Ocean Imagination L.P. (“Ocean”) and Ctrip Investment Holding Ltd. (“Ctrip”). Each of Ocean and Ctrip and the Sponsors (as defined below), if any, is referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 26th, 2019 • Ctrip Investment Holding 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
AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • February 26th, 2019 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers) • New York
This AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 18, 2019 by and among (1) Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), (2) Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Midco”), (3) Teamsport Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Midco (“Parent”), and (4) the shareholders of eHi Car Services Limited, a Cayman Islands exempted company (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2015 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2015, by and among and the shareholders listed on Schedule I (individually, a “Seller” and collectively, the “Sellers”), and the investors listed on Schedule II attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TEAMSPORT PARENT LIMITED, TEAMSPORT BIDCO LIMITED and EHI CAR SERVICES LIMITED Dated as of February 18, 2019Plan of Merger • February 26th, 2019 • Ctrip Investment Holding 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”).
Joint Filing StatementJoint Filing Statement • June 1st, 2015 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers)
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
JOINT FILING AGREEMENTJoint Filing Agreement • April 9th, 2018 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers)
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 Class A common shares (including the Class A common shares represented by ADSs), par value of $0.001 per share, of eHi Car Services 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.
Exhibit A Joint Filing StatementJoint Filing Statement • April 10th, 2015 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers)
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
