LIMITED GUARANTEELimited Guarantee • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
LIMITED GUARANTEE, dated as of February 18, 2019 (this “Limited Guarantee”), by Ocean Imagination L.P. (the “Guarantor”), in favor of eHi Car Services Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER February 18, 2019Ocean Imagination L.P. • February 26th, 2019 • Services-auto rental & leasing (no drivers) • New York
This letter agreement sets forth the commitment of Ocean Imagination L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Teamsport Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of February 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among eHi Car Services Limited (the “Company”), Teamsport Parent Limited (“Parent”), a direct wholly-owned Subsidiary of Teamsport Midco Limited, a direct wholly-owned Subsidiary of Holdco (“Midco”), and Teamsport Bidco Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Compan
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • Hong Kong
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of February 18, 2019 by and among MBK Partners Fund IV, L.P. (“MBKP”), The Crawford Group, Inc. (“Crawford Inc.” and, together with MBKP, the “Original Sponsors), Ocean Imagination L.P., a Cayman Islands exempted limited partnership (the “Ocean Sponsor”), and, together with the Original Sponsors and any New Sponsor (as defined below), the “Sponsors”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), Ctrip Investment Holding Ltd., a Cayman Islands exempted company (“Ctrip”), CDH Car Rental Service Limited, a British Virgin Islands business company (“CDH Car” and, together with the Ocean Sponsor, “Ocean”, and the Ocean Sponsor, CDH Car and Ctrip, collectively, the “Subsequent Investors”), ICG Holdings 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Crawford Inc. (“ICG Holdco 1”), ICG Holdings 2, LLC, a Delaware limited liability company and a wholly-owned
AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
This AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 18, 2019 by and among (1) Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), (2) Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Midco”), (3) Teamsport Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Midco (“Parent”), and (4) the shareholders of eHi Car Services Limited, a Cayman Islands exempted company (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).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TEAMSPORT PARENT LIMITED, TEAMSPORT BIDCO LIMITED and EHI CAR SERVICES LIMITED Dated as of February 18, 2019Plan of Merger • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 18, 2019 (the “Amended Execution Date”), among Teamsport Parent Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Teamsport Bidco Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and eHi Car Services Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
