INVESTOR RIGHTS AGREEMENT dated as of May 22, 2015 between TUNIU CORPORATION and FABULOUS JADE GLOBAL LIMITEDInvestor Rights Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2015 (the “Effective Date”), by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and Fabulous Jade Global Limited, a company incorporated under the laws of the British Virgin Islands (“JD” or the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec • New York
WHEREAS, upon the terms and conditions of this Agreement and the Transaction Documents (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, certain Class A ordinary shares (“Ordinary Shares”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively);
Strategic Cooperation Agreement Between JD.com, Inc. And Tuniu Corporation May 8, 2015Strategic Cooperation Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec • Hong Kong
Registered address: International Corporation Services Ltd., P.O. Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands
JOINT FILING AGREEMENTJoint Filing Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec
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 ordinary shares, par value of $0.0001 per share, of Tuniu Corporation, 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.
