ATEEFA LIMITED SENIOR SECURED GUARANTEED NOTE (this “NOTE”)Mo Tianquan • October 9th, 2015 • Services-computer processing & data preparation • New York
This Note is made by the Borrower in favor of the Holder pursuant to that certain Note Purchase Agreement, dated September 17, 2015, by and among the Borrower, the Shareholder and the Holder (the “Note Purchase Agreement”) and is secured (on a first priority basis) by the guarantee provided by the Shareholder and the Pledged Securities under the Security Documents (as defined under the Note Purchase Agreement). The entire principal sum under this Note shall be used by the Borrower solely to fund a portion of the Note Purchaser’s and Share Purchaser’s payment obligations under the SouFun Subscription Agreement.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of September 24, 2015, by and among the investors listed in Schedule I hereto (each an “Investor” and collectively, the “Investors”) and Safari Group CB Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”). Capitalized terms used and not defined herein shall, unless otherwise provided herein, have the meaning ascribed to them under the subscription agreement entered into by and among the Company, Safari Group Holdings Limited, a Cayman Islands exempted company with limited liability, and SouFun Holdings Limited, a Cayman Islands exempted company with limited liability, dated September 17, 2015 (the “SouFun Subscription Agreement”).
SHAREHOLDERS AGREEMENT by and among and Dated as of September 24, 2015Shareholders Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
PLEDGE AGREEMENTPledge Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
This PLEDGE AGREEMENT (the “Pledge Agreement”) dated as of September 24, 2015, is by and between SAFARI GROUP CB HOLDINGS LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Pledgor”), and PACIFIC VOYAGE LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Pledgee”).
NOTE PURCHASE AGREEMENT By and Among ATEEFA LIMITED MR. VINCENT TIANQUAN MO And PACIFIC VOYAGE LIMITED Dated as of September 17, 2015 NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
In consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
SHAREHOLDERS AGREEMENT by and among and Dated as of September 24, 2015Shareholders Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to Class A ordinary shares, par value HK$1.00 per share of SouFun Holdings Limited, a Cayman Islands company; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
REGISTRATION RIGHTS AGREEMENT dated as of September 24, 2015 by and between SAFARI GROUP HOLDINGS LIMITED SAFARI GROUP CB HOLDINGS LIMITED and SOUFUN HOLDINGS LIMITEDRegistration Rights Agreement • October 9th, 2015 • Mo Tianquan • Services-computer processing & data preparation • New York
