SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016Consortium Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT (the “Agreement”) is made as of April 15, 2016, among (a) Xin Zhou (“Mr. Zhou”), (b) Neil Nanpeng Shen (“Mr. Shen”), and (c) SINA Corporation, a company incorporated under the laws of the Cayman Islands (“SINA”). Each of Mr. Zhou, Mr. Shen and SINA is referred to herein as a “Party” and collectively as the “Parties.”
EQUITY COMMITMENT LETTER April 15, 2016Zhou Xin • April 15th, 2016 • Real estate agents & managers (for others) • New York
This letter agreement sets forth the commitments of Neil Nanpeng Shen (“Investor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of E-House Holdings Ltd., a company incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among E-House (China) Holdings Limited (the “Company”), Parent, and E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
ROLLOVER AGREEMENTRollover Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of April 15, 2016 by and among E-House Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 15, 2016 by and among E-House Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • New York
LIMITED GUARANTEE, dated as of April 15, 2016 (this “Limited Guarantee”), by Mr. Xin Zhou, Mr. Neil Nanpeng Shen and SINA Corporation (the “Guarantors” and each, a “Guarantor”) in favor of E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
STRICTLY PRIVATE AND CONFIDENTIALStrictly Private and Confidential • April 15th, 2016 • Zhou Xin • Real estate agents & managers (for others) • Hong Kong
This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”; together with this letter and appendices attached hereto, this “Commitment Letter”). Each capitalised term defined in the Term Sheet, unless otherwise defined in this Commitment Letter or the other Underwriting Documents (as defined below), has the same meaning when used in this Commitment Letter. For purposes of the Underwriting Documents:
