LIMITED GUARANTEELimited Guarantee • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
LIMITED GUARANTEE, dated as of February 18, 2019 (this “Limited Guarantee”), by Ctrip Investment Holding Ltd. (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”).
AMENDED AND RESTATED EQUITY COMMITMENT LETTER February 18, 2019Equity Commitment Letter • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
This letter agreement sets forth the commitment of The Crawford Group, Inc., a corporation organized and existing under the Laws of the State of Missouri (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”) and amends and restates in its entirety that certain equity commitment letter by and between the Sponsor and Holdco dated April 6, 2018 (the “Original Equity Commitment Letter”). 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 S
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 27th, 2019 • eHi Car Services LTD • 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
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 27th, 2019 • eHi Car Services LTD • Services-auto rental & leasing (no drivers) • New York
SHARE PURCHASE AGREEMENT dated as of February 18, 2019 (this “Agreement”) by and among New Access Capital International Limited, a British Virgin Islands business company (“New Access Capital”), New Access Investments Group Limited, a British Virgin Islands business company (“New Access Investments” and, together with New Access Capital, the “Sellers”), and Teamsport Topco Limited, a Cayman Islands exempted company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
