E-HOUSE (CHINA) HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 17, 2013 2.75% Convertible Senior Notes due 2018Indenture • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
INDENTURE dated as of December 17, 2013 between E-HOUSE (CHINA) HOLDINGS LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd.Equity Pledge Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd.Exclusive Call Option Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
(Zuyu DING and Weijie MA are hereinafter referred to individually as a “Company Shareholder” and collectively as the “Company Shareholders”.)
EXCLUSIVE TECHNICAL SUPPORT AGREEMENTExclusive Technical Support Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
THEREFORE, through amicable consultations, the Parties have reached the following agreements on the detailed matters related to the provision of exclusive Technology Service by Party A to Party B.
Loan AgreementLoan Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
In order to clarify the rights and obligations of the Lender and the Borrowers under the above loan arrangement, the Parties hereby agree as follows:
AMENDED AND RESTATED DOMAIN NAME AND CONTENT LICENSE AGREEMENTDomain Name and Content License Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Domain Name and Content License Agreement (the “Agreement”) is made and entered into on March 7, 2014, by and between Beijing SINA Internet Information Service Co., Ltd. (北京新浪互联信息服务有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Trademark License Agreement (the “Agreement”) is made and entered into March 7, 2014, by and between Beijing SINA Internet Information Service Co., Ltd. (北京新浪互联信息服务有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
AMENDED AND RESTATED SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENTSoftware License and Support Services Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Software License and Support Services Agreement (the “Agreement”) is made and entered into on March 7, 2014 , by and between SINA.com Technology (China) Co. Ltd.(新浪网技术(中国)有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Shanghai SINA Leju Information Technology Co. Ltd. (上海新浪乐居信息科技有限公司), a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
ADVERTISING INVENTORY SALE AGENCY AGREEMENTAdvertising Inventory Sale Agency Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
This ADVERTISING INVENTORY SALE AGENCY AGREEMENT (this “Agreement”) is entered into on March 7, 2014 and effective upon the Effective Date (as defined below) by and between SINA CORPORATION, a corporation organized under the laws of Cayman Islands (“SINA”), and Leju Holdings Limited, a corporation organized under the laws of Cayman Islands (“Leju”; collectively with SINA, the “Parties”, and individually, the “Party”).
OFFSHORE TRANSITIONAL SERVICES AGREEMENTOffshore Transitional Services Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
This Master Transaction Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Leju”) (each of E-House and Leju a “Party” and, together, the “Parties”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
This Non-Competition Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Leju”) (each of E-House and Leju a “Party” and, together, the “Parties”).
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTShare Purchase and Subscription Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
The Purchaser, the Parent and the Company are each referred to herein as a “Party,” and collectively as the “Parties,” and each of Onshore Tencent and Onshore Leju shall be a Party solely for the purposes of Section 3.5, Section 5.6 and Section 5.12(c).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
INVESTOR RIGHTS AGREEMENT, dated as of March 31, 2014 (this “Agreement”), by and among E-HOUSE (CHINA) HOLDINGS LIMITED, a company organized under the laws of the Cayman Islands (“E-House”), THL O LIMITED, a company incorporated in the British Virgin Islands (“Tencent”), and LEJU HOLDINGS LIMITED, a company organized under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
Strategic Cooperation AgreementStrategic Cooperation Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Strategic Cooperation Agreement (this “Agreement”) is entered into as of this 10th day of March 2014 (the “Effective Date”), by and between:
Transitional Services AgreementTransitional Services Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
Leju Holdings Limited, a company duly established under the laws of Cayman Islands (hereinafter referred to as “Leju”) and E-House (China) Holdings Limited, a company duly established under the laws of Cayman Islands (hereinafter referred to as “E-House”) entered into an Offshore Transitional Services Agreement, dated as of March 10, 2014 (the “Offshore Transitional Services Agreement”), which sets forth relevant provisions in respect of transitional services between the Leju Group (as defined below) and the E-House Group (as defined below).
Shanghai Real Estate Sales (Group) Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd. Shanghai Yi Xin E-Commerce Co., Ltd. Beijing Jiajujiu E-Commerce Co., Ltd. Cooperation Agreement Dated March 10, 2014Cooperation Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
(The parties as set out in paragraphs (2), (3) and (4) above are referred to individually as “Leju Entity” and collectively as “Leju Entities”)
FIRST AMENDMENT TO THE SHARE PURCHASE AND SUBSCRIPTION AGREEMENTShare Purchase and Subscription Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
THIS FIRST AMENDMENT (this “Amendment”) to the Share Purchase and Subscription Agreement is entered into as of March 21, 2014, by and among:
Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd.Shareholder Voting Right Proxy Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Shareholder Voting Right Proxy Agreement (this “Agreement”) is entered into as of December 31, 2013 by and between the following Parties:
PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs 1 (c) ADSs 1 (d) Custodian 1 (e) Delivery Order 1 (f) Deposited Securities 1 (g) Holder 1 (h) Letter of Representations 1 (i) Regulation S 1 (j) Rule 144; Rule 144A 1 (k)...Deposit Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
DEPOSIT AGREEMENT dated as of December 17, 2013 (the “Deposit Agreement”) among E-HOUSE (CHINA) HOLDINGS LIMITED and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of Restricted American depositary receipts (“ADRs”) evidencing Restricted American depositary shares (“ADSs”) issued thereunder, in each case representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
