[FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central] [MEMORANDUM AND ARTICLES OF ASSOCIATION OF Leju Holdings Limited Incorporated on 19 November 2013 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) MEMORANDUM OF ASSOCIATION OF Leju Holdings Limited 1. The name of the Company is Leju Holdings Limited 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4,] [LEJU HOLDINGS LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Leju Holdings Limited 2013 Share Incentive Plan (the “ the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No.: Company Shareholder] [LOAN AGREEMENT BETWEEN XUDONG ZHU ZUYU DING AND SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 10, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. XUDONG ZHU Identity Card Number: 2. ZUYU DING Identity Card Number: Borrowers (XUDONG ZHU and ZUYU DING are collectively referred to as the “ 3. SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. Lender] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Xudong ZHU ID Card No.: 2. Zuyu DING] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Equity Pledge Agreement regarding Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No: Pledgor Pledgors (Xudong ZHU and Zuyu DING] [EXCLUSIVE TECHNICAL SUPPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of May 8, 2008 by and between the following Parties: Shanghai SINA Leju Information Technology Co., Ltd. Party A: Address: Room 22, Floor 11, No. 838 Dongfang Road, Pudong New District, Shanghai Beijing Yisheng Leju Information Service Co., Ltd. Party B: Address: Room 802, Ideal Plaza,] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders] [LOAN AGREEMENT BETWEEN Zuyu DING AND SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 20, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. Lender (the “] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Zuyu Ding Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Equity Pledge Agreement Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Shanghai Yi] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of December 5, 2011 by and between the following Parties: Shanghai Yi Yue Information Technology Co., Ltd. Party A: Address: Room 404, Building 1, No. 84, Lane 453, Hutai Road, Shanghai Shanghai Yi Xin E-Commerce Co., Ltd. Party B: Address: Room 103, Building 1, No. 84,] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders (Zuyu] [LOAN AGREEMENT BETWEEN Zuyu DING AND BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. DATED FEBRUARY 1, 2012 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. Lender] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card No:] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Zuyu Ding Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Equity Pledge Agreement Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Beijing Maiteng Fengshun] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of April 1, 2012 by and between the following Parties: Party A: Beijing Maiteng Fengshun Science and Technology Co., Ltd. Address: Room 811, No. 58, North Sihuan West Road, Haidian District, Beijing Party B: Beijing Jiajujiu E-Commerce Co., Ltd. Address: Room 1513, 15/F, No. 5 Building,] [CONFIDENTIAL EXECUTION VERSION AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT SINA CORPORATION and CHINA ONLINE HOUSING TECHNOLOGY CORPORATION Dated as of August 31 , 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Definitions 4 1.03 Interpretation and Rules of Construction 6 ARTICLE II ADVERTISING INVENTORY SALE AGENCY 7 2.01] [EXECUTION VERSION CONFIDENTIAL DOMAIN NAME AND CONTENT LICENSE AGREEMENT Agreement This Domain Name and Content License Agreement (the “ ( 北京新浪互联信息服务有限公司 ) Licensor Licensee Parties Party , a limited liability company organized under the laws of the People’s Republic of China (hereinafter “ . RECITALS WHEREAS, SINA CRIC Share Purchase Agreement SINA Corporation, a company organized under the laws of] [EXECUTION VERSION CONFIDENTIAL TRADEMARK LICENSE AGREEMENT Agreement This Trademark License Agreement (the “ ( 北京新浪互联信息服务有限公司 ) Licensor Licensee Parties Party , a limited liability company organized under the laws of the People’s Republic of China (hereinafter “ . RECITALS WHEREAS, SINA CRIC Share Purchase Agreement SINA Corporation, a company organized under the laws of the Cayman Islands (“ WHEREAS, Licensor] [EXECUTION VERSION CONFIDENTIAL SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT Agreement This Software License and Support Services Agreement (the “ ( 新浪网技术 ( 中国 ) 有限公司 ) Licensor , a limited liability company organized under the laws of the People’s Republic of China (hereinafter “ ( 上海新浪乐居信息科技有限公司 ) Licensee Parties Party , a limited liability company organized under the laws of] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of , 2014 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 2 1.1 Defined Terms 2] [OFFSHORE TRANSITIONAL SERVICES AGREEMENT OFFSHORE TRANSITIONAL SERVICES AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of , 2014 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. SERVICES 4 (a) Initial Services 4] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of , 2014 1 NON-COMPETITION AGREEMENT E-House Leju Party Parties This Non-Competition Agreement is dated as of , 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Capitalized terms used herein] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of Leju Holdings Limited Place of Incorporation Subsidiaries Branco Overseas Ltd British Virgin Islands E-House China (Tianjin) Holdings Ltd. British Virgin Islands E-House Property Consultancy Ltd. British Virgin Islands E-House International Property Consultancy Ltd. Hong Kong E-House City Rehouse Real Estate Broker (Shanghai) Co., Ltd. PRC China E-Real Estate Holdings Ltd.] [BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com]