[Joint Filing Agreement This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. [Remainder of this page has been left intentionally blank.] Xianshou Li Xianshou Li Champion Era Enterprises Limited Xianshou Li Director Zhengmin Lian Zhengmin Lian Assets Train Limited Zhengmin Lian] []
[Joint Filing Agreement This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. [Remainder of this page has been left intentionally blank.] Xianshou Li Xianshou Li Champion Era Enterprises Limited Xianshou Li Director Zhengmin Lian Zhengmin Lian Assets Train Limited Zhengmin Lian] []
[Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the (2) PRC Purchaser HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the Peoples Republic of China (the Party , Parties The Purchaser and the Company are sometimes each referred to herein] [AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Amendment This Amendment No. 1 (this (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the (2) PRC HNA HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the Peoples Republic of China (the Party Parties The Parties are each referred to herein as a] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of November 20, 2015 between TUNIU CORPORATION and HNA TOURISM HOLDING (GROUP) CO, LTD. Execution Version TABLE OF CONTENTS ARTICLE 1 EFINITIONS D Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 3 ARTICLE 2 ORPORATE OVERNANCE C Board Representation Section 2.01. 4 Expenses and Indemnification Section 2.02. 5 No Inconsistent] [AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT Amendment Company HNA This AMENDMENT NO. 1 (this RECITALS A. Subscription Agreement Closing The Company and HNA entered into a subscription agreement, dated as of November 20, 2015 (the B. IRA HNA Director The Company and HNA entered into an Investor Rights Agreement dated as of November 20, 2015 (the ] [Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER Agreement Effective Date HNA BHR Parties THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER (this Recitals A. Tuniu Subscription Agreement IRA HNA and Tuniu Corporation, a company incorporated in the Cayman Islands ( B. NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this] [JOINT FILING AGREEMENT 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. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative BHR RUILA (SHANGHAI) INVESTMENT MANAGEMENT CO., LTD. Its:] [POWER OF ATTORNEY BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative Its: GENERAL PARTNER Chengang Zhu Executive Director POWER OF ATTORNEY BHR WINWOOD INVESTMENT MANAGEMENT LIMITED BHR WINWOOD INVESTMENT MANAGEMENT LIMITED Jie Zhu Director EX-7.7 8 d109703dex77.htm EX-7.7] [CUSIP No. 89977P106 13D Page 2 of Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] BHR (Shanghai) Investment Fund IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY 4 SOURCE OF FUND OO]
[Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the (2) PRC Purchaser HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the Peoples Republic of China (the Party , Parties The Purchaser and the Company are sometimes each referred to herein] [AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Amendment This Amendment No. 1 (this (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the (2) PRC HNA HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the Peoples Republic of China (the Party Parties The Parties are each referred to herein as a] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of November 20, 2015 between TUNIU CORPORATION and HNA TOURISM HOLDING (GROUP) CO, LTD. Execution Version TABLE OF CONTENTS ARTICLE 1 EFINITIONS D Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 3 ARTICLE 2 ORPORATE OVERNANCE C Board Representation Section 2.01. 4 Expenses and Indemnification Section 2.02. 5 No Inconsistent] [AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT Amendment Company HNA This AMENDMENT NO. 1 (this RECITALS A. Subscription Agreement Closing The Company and HNA entered into a subscription agreement, dated as of November 20, 2015 (the B. IRA HNA Director The Company and HNA entered into an Investor Rights Agreement dated as of November 20, 2015 (the ] [Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER Agreement Effective Date HNA BHR Parties THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER (this Recitals A. Tuniu Subscription Agreement IRA HNA and Tuniu Corporation, a company incorporated in the Cayman Islands ( B. NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this] [JOINT FILING AGREEMENT 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. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative BHR RUILA (SHANGHAI) INVESTMENT MANAGEMENT CO., LTD. Its:] [POWER OF ATTORNEY BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative Its: GENERAL PARTNER Chengang Zhu Executive Director POWER OF ATTORNEY BHR WINWOOD INVESTMENT MANAGEMENT LIMITED BHR WINWOOD INVESTMENT MANAGEMENT LIMITED Jie Zhu Director EX-7.7 8 d109703dex77.htm EX-7.7] [CUSIP No. 89977P106 13D Page 2 of Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] BHR (Shanghai) Investment Fund IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY 4 SOURCE OF FUND OO]
[JOINT FILING AGREEMENT This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument. Zhiyuan Li Yuqing Jing] [Execution Version Strictly Confidential FOREBRIGHT SMART CONNECTION TECHNOLOGY LIMITED January 24, 2016 FNOF E&M Investment Limited Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger Fund This letter sets forth (a) the commitment of Forebright Smart] [Execution Version Strictly Confidential MR. ZHIYUAN LI January 24, 2016 FNOF E&M Investment Limited (“Parent”) Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger 1. Commitment Commitment 2. Conditions to Funding 1 3. Termination provided 4.] [Execution Version Strictly Confidential Debt Commitment Letter Mr. Zhiyuan Li A9-301 Sunshine West, 169 Binhai Blvd Haikou, Hainan 57216, P.R. China Facsimile: 898 6681-3519 January 24, 2016 Dear Mr. Li: you Borrower we us Forebright Equity Financing Parent Merger Merger Sub Company Equity Commitment Letter You (“ Facility Transactions In connection with the Merger, you have requested to obtain from] [Execution Version Strictly Confidential ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“ Shares Schedule A Rollover Shares] [Execution Version Strictly Confidential LIMITED GUARANTEE Limited Guarantee Chairman Guarantors Guarantor Guaranteed Party This LIMITED GUARANTEE, dated as of January 24, 2016 (this “ LIMITED GUARANTEE Merger Agreement Parent Merger Sub Annex 1 Guaranteed Percentage provided Maximum Amount 1. Prohibited Defense (c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the] [Execution Version Strictly Confidential VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Effective Time Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“ WHEREAS, as of the date hereof, each Shareholder Beneficially Owns (as defined] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Forebright Mr. Li Investors Parent This Interim Investors Agreement (the " RECITALS Company Merger Sub Merger Agreement Merger WHEREAS, on the date hereof, Jinpan International Limited (the " AGREEMENT 1. AGREEMENTS AMONG THE INVESTORS. Actions of the Company Prohibited Action or Omission provided 1.1 Actions of Parent and Merger Sub 1.2 after the date] []
[JOINT FILING AGREEMENT This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument. Zhiyuan Li Yuqing Jing] [Execution Version Strictly Confidential FOREBRIGHT SMART CONNECTION TECHNOLOGY LIMITED January 24, 2016 FNOF E&M Investment Limited Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger Fund This letter sets forth (a) the commitment of Forebright Smart] [Execution Version Strictly Confidential MR. ZHIYUAN LI January 24, 2016 FNOF E&M Investment Limited (“Parent”) Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger 1. Commitment Commitment 2. Conditions to Funding 1 3. Termination provided 4.] [Execution Version Strictly Confidential Debt Commitment Letter Mr. Zhiyuan Li A9-301 Sunshine West, 169 Binhai Blvd Haikou, Hainan 57216, P.R. China Facsimile: 898 6681-3519 January 24, 2016 Dear Mr. Li: you Borrower we us Forebright Equity Financing Parent Merger Merger Sub Company Equity Commitment Letter You (“ Facility Transactions In connection with the Merger, you have requested to obtain from] [Execution Version Strictly Confidential ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“ Shares Schedule A Rollover Shares] [Execution Version Strictly Confidential LIMITED GUARANTEE Limited Guarantee Chairman Guarantors Guarantor Guaranteed Party This LIMITED GUARANTEE, dated as of January 24, 2016 (this “ LIMITED GUARANTEE Merger Agreement Parent Merger Sub Annex 1 Guaranteed Percentage provided Maximum Amount 1. Prohibited Defense (c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the] [Execution Version Strictly Confidential VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Effective Time Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“ WHEREAS, as of the date hereof, each Shareholder Beneficially Owns (as defined] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Forebright Mr. Li Investors Parent This Interim Investors Agreement (the " RECITALS Company Merger Sub Merger Agreement Merger WHEREAS, on the date hereof, Jinpan International Limited (the " AGREEMENT 1. AGREEMENTS AMONG THE INVESTORS. Actions of the Company Prohibited Action or Omission provided 1.1 Actions of Parent and Merger Sub 1.2 after the date] []
[EXECUTION VERSION CONVERTIBLE NOTES PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTES 6] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . Other Definitional and Interpretative Provisions 3 ARTICLE 2 CORPORATE GOVERNANCE Section 2.01 . Board Representation 4 Section 2.02 . Expenses and Indemnification 6 Section 2.03 . Termination of Investor Director Rights] []
[EXECUTION VERSION CONVERTIBLE NOTES PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTES 6] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . Other Definitional and Interpretative Provisions 3 ARTICLE 2 CORPORATE GOVERNANCE Section 2.01 . Board Representation 4 Section 2.02 . Expenses and Indemnification 6 Section 2.03 . Termination of Investor Director Rights] []
