QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of June 17, 2015, between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) by and among the following parties on March 23, 2016:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2015, by and among Qunar Cayman Islands Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”), SL Camel Holdco Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (“Silver Lake”), Gaoling Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Gaoling”), and YHG Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“YHG” and, together with Gaoling, “Hillhouse”, and together with Silver Lake, the “Investors”).
Equity Option AgreementEquity Option Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Restated Exclusive Technical Consulting and Services AgreementServices Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Framework Agreement for Treatment of Qunar Employee Shares and Equity AwardsQunar Cayman Islands Ltd. • April 14th, 2016 • Services-computer programming, data processing, etc. • New York
In order to continue to incentivize employees of Qunar Cayman Islands Limited (“Qunar”) to continue to perform their duties diligently and align their interests with those of Qunar’s shareholders, Qunar and Ctrip.com International, Ltd. (“Ctrip”) hereby agree, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, as follows:
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • Hong Kong
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into in Changning District, Shanghai Municipality, PRC as of March 10, 2016, by and between:
NOTE PURCHASE AGREEMENT BY AND AMONG QUNAR CAYMAN ISLANDS LIMITED, SL CAMEL HOLDCO LIMITED, GAOLING FUND, L.P. AND YHG INVESTMENT, L.P. Dated as of June 1, 2015Note Purchase Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 1, 2015, by and among Qunar Cayman Islands Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”), SL Camel Holdco Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “Silver Lake”), Gaoling Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “Gaoling”), and YHG Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “YHG” and, together with Gaoling, “Hillhouse”, and together with Silver Lake, the “Purchasers” and each of them a “Purchaser”).
QUNAR CAYMAN ISLANDS LIMITED and as TrusteeSupplemental Indenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 24, 2015 (the “Second Supplemental Indenture”), between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture
QUNAR CAYMAN ISLANDS LIMITED and as TrusteeFirst Supplemental Indenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 17, 2015 (the “First Supplemental Indenture”), between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into in Changning District, Shanghai Municipality, PRC as of March 10, 2016, by and between:
