[] [THE COMPANIES LAW (REVISED) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by way of special resolution passed on 31 August 2006) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket] [THE COMPANIES LAW (REVISED) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by special resolution passed on August 4, 2010) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. th The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4 GENERAL OBJECTS AND] [SouFun Holdings Limited NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PAR SHARE FROM TO [Specify] HK$1.00 [Specify] [Specify] [Specify] DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID [Specify] [Specify] HK$ SHARE CERTIFICATE OF SouFun Holdings Limited INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: HK$600,000,000 divided into 600,000,000 shares of a nominal or par value of HK$1.00] [Dated 31 August 2006 TELSTRA INTERNATIONAL HOLDINGS LIMITED and TIANQUAN MO and THE SEVERAL PERSONS NAMED IN PART A OF SCHEDULE 2 and SOUFUN HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT IN RELATION TO SOUFUN HOLDINGS LIMITED Table of Contents Contents Page 1 Interpretation 1 2 The Business of the Company 1 3 The Board and Board committees 2 4 Business Plan and] [SouFun Holding Limited Stock Related Award Incentive Plan (see Appendix: Stock Related Award Incentive Plan and Administration before the Company’s IPO) By signing this agreement, the GRANTEE (employees and directors) and the Company (SouFun Holdings Limited) confirm the stock related incentive arrangement between the GRANTEE and the Company since the employee started working with the Company. This agreement is for] [SouFun Holdings Limited 2010 Stock Incentive Plan July 2, 2010 Purposes of the Plan 1. Definitions 2. Administrator (a) “ (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Cause (f) “ Code (g) “ Committee (h) “ Company (i) “ Consultant (j) “ Continuous Service (k) “ 1 in the case of (i) any approved leave] [EXECUTION VERSION INVESTOR’S RIGHTS AGREEMENT by and among SOUFUN HOLDINGS LIMITED, GENERAL ATLANTIC MAURITIUS LIMITED, HUNT 7-A GUERNSEY L.P. INC, HUNT 7-B GUERNSEY L.P. INC, HUNT 6-A GUERNSEY L.P. INC, NEXT DECADE INVESTMENTS LIMITED, MEDIA PARTNER TECHNOLOGY LIMITED and DIGITAL LINK INVESTMENTS LIMITED Dated: August 13, 2010 Table of Contents Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT among SOUFUN HOLDINGS LIMITED and THE OTHER PARTIES NAMED HEREIN Dated: August 13, 2010 TABLE OF CONTENTS Page 1. Definitions 1 2. Grant of Rights 6 3. Demand Registration 6 4. Incidental or “Piggy-Back” Registration 9 5. Form F-3 Registration 10 6. Holdback Agreement 14 7. Registration Procedures 14 8. Indemnification; Contribution 20 9. Additional] [CONFIDENTIAL OPTIONS EXERCISE AGREEMENT OPTIONS EXERCISE AGREEMENT Agreement Exercise Date Telstra Company Mr. Mo This RECITALS Ordinary Shares Options Plan WHEREAS, Telstra owns (i) 40,726,162 ordinary shares, par value HK$1.00 per share, of the Company (“ Exercise Price WHEREAS, the Options are fully vested and exercisable by Telstra at an exercise price of US$5.00 per Option (the “ IPO Private] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and articles of association of the Company, each certified by the Secretary of the Company on August 4, 2010, copies of minutes] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) a copy of an undertaking from the Governor-in-Council of] [September 2, 2010 th SouFun Holdings Limited Re: 2,933,238 American Depositary Shares, representing 11,732,952 Ordinary Shares of SouFun Holdings Limited Ladies and Gentlemen: Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships SouFun Holdings Limited Very truly yours, Sidley Austin LLP EX-8.2 13 h04135exv8w2.htm EX-8.2] [Form of Employment Contract [specify] Contract No: Party A: [specify employer name] Party B: [specify employee name] Legal representative or authorized agent: [specify] Level of education: [specify] [specify] Gender: [specify date] Date of birth: [specify] Resident ID number: [specify] Location of household: [specify] Party A’s Address: [specify] Home Address: [specify] Postal Code: In accordance with the relevant stipulations set forth] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT, dated as of BETWEEN: (1) Company SouFun Holdings Limited, a company organized under the laws of the Cayman Islands (the “ (2) Indemnitee Board WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “ WHEREAS, in order to induce and encourage highly experienced and capable persons such as] [FORM OF LOAN AGREEMENT [specify date] This Agreement is made and entered into by the Parties below on (1) Lender [specify name of a subsidiary of SouFun Holdings Limited] [specify address] (2) Borrowers [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower I [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower II Parties] [FORM OF EQUITY PLEDGE AGREEMENT Agreement [specify date] [specify city] China This Equity Pledge Agreement (this “ Pledgee [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Pledgor I [specify name of shareholder of a consolidated controlled entity] [specify address] Pledgor II [specify name of shareholder of the consolidated controlled entity] [specify address] Pledgor(s) Parties Pledgor I and] [FORM OF SHAREHOLDERS’ PROXY AGREEMENT [specify date] [specify city] This Agreement is made and entered into by the Parties below on 1. [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Subsidiary Company 2. [specify name of a consolidated controlled entity] [specify address] VIE Company 3. [specify name of shareholder of the VIE Company] [specify address] 4. [specify] [FORM OF OPERATING AGREEMENT [specify date] [specify city] China This Agreement is made and entered into by the Parties below on Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] Party C [specify name of shareholder of Party B] [specify address] Party D [specify name] [FORM OF EXCLUSIVE TECHNICAL CONSULTANCY AND Agreement [specify date] [specify city] China This Exclusive Technical Consultancy and Services Agreement (this “ Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] WHEREAS: ( 1 ) [specify date] [specify city] [specify business scope in business license] Party] [FORM OF EXCLUSIVE CALL OPTION AGREEMENT Agreement [specify date] This Exclusive Call Option Agreement (this “ (1) Party A SouFun Holdings Limited, a company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands with its registered address at Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P. O. Box 2681 GT,] [FORM OF AMENDMENT AGREEMENT RELATING TO EXCLUSIVE TECHNICAL Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of another subsidiary of SouFun Holdings Limited] [specify address] Party C [specify name of consolidated controlled entity] [specify address] Party D [specify name of shareholder of Party C] [specify address] Party E [specify name of other] [FORM OF INTRA-GROUP MEMORANDUM OF UNDERSTANDING Memorandum [specify date] This Intra-group Memorandum of Understanding (the “ Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of consolidated controlled entity] [specify address] WHEREAS China [specify date] [specify city] (1) Party A is a wholly foreign owned company established in the People’s Republic of China] [No. Individual Entrusted Loan Agreement Bank of Communications Co., Ltd. No. Individual Entrusted Loan Agreement Important Party C should be consulted promptly if any doubt arises. Party A and Party B are requested to read the Agreement in full and with care, and in particular, the provisions marked with ▲ ▲. CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Borrower (hereinafter] [WEB PROMOTION TECHNICAL SERVICE CONTRACT Party A CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. Address: Room 1207, No. 1988, Yongxingxi Road, Hengshui Contact: Lin Jincheng Party B SouFun Media Technology (Beijing) Co., Ltd. Address: Room 202, Tower 14, South District Service Building, No. 46, Zhongguancun Dajie, Haidian District, Beijing Contact: Mo Tianquan I. Content of Cooperation Project Party B] [INDIVIDUAL ENTRUSTMENT LOAN AGREEMENT Important 5 5 Party A and Party B are requested to read this Agreement in full and with care, especially the provisions marked with Party A Borrower (hereinafter referred to as “ CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Legal representative (Person in charge): Mo Tianquan Legal address: Room 1207, 1988 Yongxing West Road, Hengshui City] [Termination Agreement With Respect To Agreement th This Termination Agreement (this “ Beijing Dong Fang Xi Mei Investment Consulting Co., Ltd. Party A: Beijing SouFun Technical Development Co., Ltd. Party B: Contract WHEREAS: Party A and party B entered into Web Promotion and Technical Service Contract (the " 1. Through amicable negotiation, both Parties agree to terminate the Contract. Party] [Web Promotion Technical Service Contract Contract No: Beijing Wei Ye Hang Real Estate Agency Co., Ltd. th Party A: Beijing SouFun Technical Development Co., Ltd. Party B: I. Content of cooperation Party B is hereby commissioned by Party A to be exclusively responsible for providing planning and marketing services for the promotion of Sanya Chen Guang Hotel Project located in] [INDEMNITY AGREEMENT This Indemnity Agreement, dated as of August 4, 2010 (this “Agreement”), is among Vincent T. Mo, a natural person, (the “Manager”) and CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. (“Hengshui”), a PRC company, and SouFun Holdings Limited, a Cayman Islands limited liability company. WHEREAS, the Manager desires to enter into this Agreement in his individual capacity; WHEREAS,] [SouFun Media Technology (Beijing) Co., Ltd., incorporated in the People's Republic of China Beijing SouFun Internet Information Service Co., Ltd., incorporated in the People's Republic of China EX-21.1 30 h04135exv21w1.htm EX-21.1] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial Data” and “Selected Consolidated Financial Information”, and to the use of our report dated April 22, 2010, in the Registration Statement (Form F-1) and the related Prospectus of SouFun Holdings Limited dated September 2, 2010. EX-23.1 31 h04135exv23w1.htm] [WRITTEN CONSENT OF KING & WOOD September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, EX-23.3 32 h04135exv23w3.htm EX-23.3] [WRITTEN CONSENT OF JONES LANG LASALLE SALLMANNS LIMITED September 2, 2010 The Directors th SouFun Holdings Limited Dear Sirs: Our Hong Kong office is located at 17th Floor, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong. Yours faithfully, For and on behalf of Jones Lang LaSalle Sallmanns Limited Director EX-23.4 33 h04135exv23w4.htm EX-23.4] [WRITTEN CONSENT OF CR-NIELSEN September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 11th Floor, Tower 1, Xindongan Plaza, 138 Wangfujing Avenue, Beijing 100006, People’s Republic of China. Yours faithfully, For and on behalf of CR-Nielsen Director EX-23.5 34 h04135exv23w5.htm EX-23.5] [WRITTEN CONSENT OF DATA CENTER OF THE CHINA INTERNET September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Room 502, Building 16, Jianwai SOHO, No. 39, Dongsanhuanzhong Road, Chaoyang District, Beijing 100020, People’s Republic of China. Yours faithfully, For and on behalf of Data Center of the China Internet Director EX-23.6 35 h04135exv23w6.htm EX-23.6] [WRITTEN CONSENT OF SHENZHEN UNION STRENGTH BUSINESS CONSULTING CO., LTD. September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Rooms 1012-1013, Shun Hing Square, Diwang Commercial Center, 5002 Shennan Road East, Shenzhen, Guangdong Province 518008, People’s Republic of China. Yours faithfully, For and on behalf of Shenzhen Union Strength Business Consulting Co., Ltd. Director] [WRITTEN CONSENT OF CCPIT September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 10th Floor, Ocean Plaza, 158 Fuxingmennei Street, Beijing 100031, People’s Republic of China. Very truly yours, /Seal/ CCPIT Patent & Trademark Law Office EX-23.8 37 h04135exv23w8.htm EX-23.8] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Qian Zhao EX-23.9 38 h04135exv23w9.htm EX-23.9] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Hanhui Sun EX-23.10 39 h04135exv23w10.htm EX-23.10] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.11 40 h04135exv23w11.htm EX-23.11] [September 2, 2010 SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.12 41 h04135exv23w12.htm EX-23.12] [CODE OF BUSINESS CONDUCT AND ETHICS OF I. INTRODUCTION Every employee, director or officer has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Business Conduct and Ethics is a guide intended to sensitize each employee, director or officer to significant legal and ethical issues that arise frequently and to the mechanisms] [SOUFUN HOLDINGS LIMITED Chapter 1. General Principles 1. Overview Anti-Fraud Policy 2. Objectives 3. Implementation. Chapter 2. Definition and Categories of Fraud 1. Definition 2. Examples of Fraud and Fraudulent Behavior • Usurpation of corporate interests for personal gain; • Misappropriation of assets, embezzlement and theft; • Payment or receipt of bribes, kickbacks or other inappropriate payments; • Participation in]