INVESTOR RIGHTS AGREEMENT dated as of November 20, 2015 between TUNIU CORPORATION and HNA TOURISM HOLDING (GROUP) CO, LTD.Investor Rights Agreement • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 20, 2015 (the “Effective Date”), by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and HNA Tourism Holding (Group) Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“HNA” or the “Investor”).
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 31, 2015, is made by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and HNA Tourism Holding (Group) Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“HNA”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services • New York
WHEREAS, upon the terms and conditions of this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, Class A ordinary shares, US$0.0001 par value per share (“Ordinary Shares”), of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act”, respectively);
ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDERAssignment and Assumption Agreement and Joinder • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER (this “Agreement”) is dated effective as of January 20, 2016 (the “Effective Date”) by and between HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the People’s Republic of China (“HNA”) and BHR Winwood Investment Management Limited, a company organized under the laws of Hong Kong (“BHR”, and collectively with HNA, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2016 • BHR Winwood Investment Management LTD • Transportation services
WHEREAS, HNA and the Company entered into a Subscription Agreement (the “Subscription Agreement”) on November 20, 2015 whereby, the Company desires to issue and sell to HNA, and HNA wishes to purchase from the Company, certain Class A ordinary shares of the Company in a private placement;
