CONSORTIUM AGREEMENTConsortium Agreement • October 21st, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made as of October 19, 2016 by and between Ocean Management Limited, an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean Management”) and Ctrip.com International, Ltd., a Cayman Islands company (“Ctrip”). Each of Ctrip and Ocean Management and the Sponsors (as defined below), if any, is referred to herein as a “Party,” and collectively, as the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
SUPPORT AGREEMENTSupport Agreement • October 21st, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 19, 2016 by and among (1) Ocean Management Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), (2) certain shareholders (each, a “Shareholder” and collectively, the “Shareholders”) of Qunar Cayman Islands Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (3) the Company. 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 • October 21st, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of October 19, 2016, is made by Ctrip.com International, Ltd. (the “Guarantor”), a company incorporated under the laws of the Cayman Islands, in favor of Qunar Cayman Islands Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
