EJ [E-HOUSE (CHINA)] SC 13D/A: (Original Filing)
[EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Xin Zhou ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Neil Nanpeng Shen ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of SINA Corporation ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION STRICTLY PRIVATE AND CONFIDENTIAL To: Borrower 11/F Qiushi Building, No 383 Guangyan Road, Zhabei District, Shanghai 200072, Peoples Republic of China Attention: April 15, 2016 Dear Sirs: EJ Commitment Letter We, Mandated Lead Arranger Underwriter Facility Acquisition The Facility shall be used (a) to finance part of the Merger Consideration to be paid in connection with the] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantors Guarantor Guaranteed Party LIMITED GUARANTEE, dated as of April 15, 2016 (this 1. GUARANTEE Merger Agreement Parent Merger Sub Annex I Guaranteed Percentage provided Maximum Amount (b) (c) 2. NATURE OF GUARANTEE 3. CERTAIN WAIVERS 2 Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Owned Shares Share Awards Schedule A WHEREAS,] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Schedule A Owned Shares Securities WHEREAS, as of the date] [Execution Version SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016 TABLE OF CONTENTS ARTICLE I ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco, Merger Sub and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE II PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS 2 Section 2.01 Transaction Process 2] []
