EXHIBIT 1.2
E-HOUSE (CHINA) HOLDINGS LIMITED
August __, 2007
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: E-House (China) Holdings Limited Reserved Share Program
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement dated August _________,
2007 (the "Underwriting Agreement") among E-House (China) Holdings Limited (the
"Company"), the Selling Shareholders listed in Schedule B to the Underwriting
Agreement and the Underwriters listed in Schedule A to the Underwriting
Agreement. All capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Underwriting Agreement.
As part of the offerings contemplated by the Underwriting Agreement,
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") has agreed
to reserve out of the ADSs set forth opposite its name on Schedule B to the
Underwriting Agreement, up to ________ ADSs for sale to persons designated by
the Company ("Invitees"), as set forth in the Prospectus under the heading
"Underwriting" (the "Reserved Share Program"). The ADSs to be sold by Xxxxxxx
Xxxxx pursuant to the Reserved Share Program (the "Reserved ADSs") will be sold
by Xxxxxxx Xxxxx pursuant to the Underwriting Agreement at the public offering
price. Any Reserved ADSs not orally confirmed for purchase by such Invitees by
the end of the first business day after the date of the Underwriting Agreement
will be offered directly to the public by Xxxxxxx Xxxxx as set forth in the
Prospectus.
In order to induce Xxxxxxx Xxxxx to conduct the Reserved Share Program, and
in addition to and without limiting the representations, warranties, covenants
and agreements of the Company contained in the Underwriting Agreement, the
Company hereby agrees with Xxxxxxx Xxxxx as follows:
1. The Company represents and warrants to Xxxxxxx Xxxxx that (i) the
Registration Statement, the Prospectus and any preliminary prospectus comply,
and any further amendments or supplements thereto will comply, in all material
respects with any applicable laws or regulations of foreign jurisdictions in
which the Registration Statement, Prospectus or any preliminary prospectus, as
amended or supplemented, if applicable, are distributed in connection with the
Reserved Share Program, and that (ii) no authorization, approval, consent,
license, order, registration or qualification of or with any government,
governmental instrumentality or court, other than such as have been
obtained, is necessary under the securities laws and regulations of foreign
jurisdictions in which the Reserved ADSs are offered or sold outside the United
States in connection with the Reserved Share Program.
2. The Company covenants with Xxxxxxx Xxxxx that the Company will comply
with all applicable securities and other applicable laws, rules and regulations
in each foreign jurisdiction in which the Reserved ADSs are offered or sold in
connection with the Reserved Share Program.
3. The Company will pay all costs and expenses of the Underwriters,
including the fees and expenses of Xxxxxxx Xxxxx'x counsel, in connection with
matters related to the Reserved Share Program and all stamp duties, similar
taxes or duties or other taxes, if any, incurred by the Underwriters in
connection with the Reserved Share Program.
4. In connection with the offer and sale of the Reserved ADSs, the Company
agrees to indemnify and hold harmless Xxxxxxx Xxxxx, its affiliates and selling
agents and each person, if any, who controls any of the foregoing within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act
(collectively, the "Indemnified Parties"), from and against any and all loss,
liability, claim, damage and expense (including, without limitation, any legal
or other expenses reasonably incurred in connection with defending,
investigating or settling any such action or claim), as incurred, (i) arising
out of the violation of any applicable laws or regulations of foreign
jurisdictions where Reserved ADSs have been offered; (ii) arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
prospectus wrapper or other material prepared by or with the consent of the
Company for distribution to Invitees in connection with the offering of the
Reserved ADSs or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; (iii) caused by the failure of any Invitee to pay for
and accept delivery of Reserved ADSs which have been orally confirmed for
purchase by any Invitee by the end of the first business day after the date of
the Agreement; or (iv) related to, or arising out of or in connection with, the
offering of the Reserved ADSs; provided that no indemnity shall be available
under this paragraph 4 to any Indemnified Party if such loss, liability, claim,
damage or expense shall have been finally judicially determined to have resulted
from the gross negligence or willful misconduct of any Indemnified Party.
5. The Company has not offered, or caused the Representatives to offer,
Reserved ADSs to any person with the specific intent to unlawfully influence (i)
a customer or supplier of the Company or any of its affiliates to alter the
customer's or supplier's level or type of business with any such entity or (ii)
a trade journalist or publication to write or publish favorable information
about the Company or any of its affiliates, or their respective businesses or
products.
6. This Agreement is for the benefit of Xxxxxxx Xxxxx and each of the
Underwriters and is enforceable to the same extent as if fully set forth in the
Underwriting Agreement.
7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SAID STATE.
8. This Agreement may be executed in one or more counterparts and, when a
counterpart has been executed by each party, all such counterparts taken
together shall constitute one and the same agreement.
Very truly yours,
E-HOUSE (CHINA) HOLDINGS
LIMITED
By: _________________________
Name:
Title:
Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: __________________________
Name:
Title:
