SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 9, 2015, by and between SouFun Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) and IDG-Accel China Capital Investors L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Purchaser”).
SENIOR SECURED NOTESenior Secured Note • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS THE HOLDER ESTABLISHES THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
NOTE PURCHASE AGREEMENT By and Between KARISTONE LIMITED And IDG-ACCEL CHINA CAPITAL INVESTORS L.P. Dated as of November 9, 2015 NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
In consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
The Borrower and the Lender shall be hereinafter referred to as, collectively, the “Right Holders,” and each, a “Right Holder.” Listco and the Right Holders shall be hereinafter referred to collectively as the “Parties” and each a “Party.”
LISTCO SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
LISTCO SHARE PLEDGE AGREEMENT dated as of November 10, 2015 between Karistone Limited (the “Pledgor”) and IDG-Accel China Capital Investors L.P. (the “Lender”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
This Supplemental Agreement (this “Agreement”) is entered into as of November 4, 2015 by and among SouFun Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Listco”), IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands (“IDG Alternative”) and China Merchants Bank Co., Ltd. Tianjin Pilot Free Trade Zone Branch (the “Lender”, together with Listco and IDG Alternative, the “Parties”, and each, a “Party”).
SHAREHOLDERS AGREEMENT by and among IDG MAXIMUM FINANCIAL LIMITED, VINCENT TIANQUAN MO, DEANHALE LIMITED, and IDG ALTERNATIVE GLOBAL LIMITED Dated as of November 2, 2015Shareholders Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • Virgin Islands
SENIOR NOTESenior Note • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS THE HOLDER ESTABLISHES THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Re: Waiver of Execution and Delivery of Registration Rights AgreementWaiver of Execution and Delivery of Registration Rights Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
Reference is made to that certain subscription agreement dated as of September 17, 2015, as amended (the “Subscription Agreement”) by and between SouFun Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands (the “Purchaser”). This letter agreement (this “Letter Agreement”) is entered into by and between the Company and the Purchaser. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Subscription Agreement.
JOINT FILING AGREEMENT November 17, 2015Joint Filing Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to Class A ordinary shares, par value HK$1.00 per share of SouFun Holdings Limited, a Cayman Islands company; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
NOTE PURCHASE AGREEMENT By and Between IDG Alternative Global Limited And IDG MAXIMUM FINANCIAL LIMITED Dated as of October 29, 2015Note Purchase Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
SUBSCRIPTION AGREEMENT SUPPLEMENTSubscription Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
This Subscription Agreement Supplement (this “Agreement”) is entered into as of October 29, 2015 by and among SouFun Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Listco”) and IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands (“IDG Alternative”, together with Listco, the “Parties”, and each, a “Party”).
NOTE PURCHASE AGREEMENT By and Between DEANHALE LIMITED And IDG MAXIMUM FINANCIAL LIMITED Dated as of October 29, 2015 NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York
In consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • Virgin Islands
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of October 29, 2015, by and among IDG Maximum Financial Limited, a company incorporated under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“IDG”), DEANHALE LIMITED, an exempted company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Founder Entity”, together with IDG, the “Investors”, and each, an “Investor”) and IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Company”).
