EXHIBIT 4.5 SHAREHOLDERS AGREEMENTShareholders Agreement • July 10th, 2007 • E-House (China) Holdings LTD • Hong Kong
EXHIBIT 4.4 SERIES A PREFERRED SHARES SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2007 • E-House (China) Holdings LTD • Hong Kong
EXHIBIT 1.1 [-] AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE, PAR VALUE US$0.001 PER ORDINARY SHARE E-HOUSE (CHINA) HOLDINGS LIMITED UNDERWRITING AGREEMENTE-House (China) Holdings LTD • January 28th, 2008 • Real estate agents & managers (for others) • New York
EXHIBIT 1.1 ____ AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE, PAR VALUE $0.001 PER ORDINARY SHARE E-HOUSE (CHINA) HOLDINGS LIMITED UNDERWRITING AGREEMENTE-House (China) Holdings LTD • August 3rd, 2007 • Real estate agents & managers (for others) • New York
E-HOUSE (CHINA) HOLDINGS LIMITED AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • July 10th, 2007 • E-House (China) Holdings LTD • New York
DEPOSIT AGREEMENT dated as of _______, 2007 (the "Deposit Agreement") among E-HOUSE (CHINA) HOLDINGS LIMITED and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
RECITALSEmployment Agreement • January 17th, 2008 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
AGREEMENT AND PLAN OF MERGER among E-HOUSE HOLDINGS LTD., E-HOUSE MERGER SUB LTD. and E-HOUSE (CHINA) HOLDINGS LIMITED Dated April 15, 2016Agreement and Plan of Merger • April 15th, 2016 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
AGREEMENT AND PLAN OF MERGER, dated April 15, 2016 (this “Agreement”), among E-HOUSE HOLDINGS LTD., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“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 (“Merger Sub”), and E-HOUSE (CHINA) HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
Shareholder A] [Shareholder B] [E-House Entity] AND [VIE]Equity Pledge Agreement • April 21st, 2015 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
([Shareholder A] and [Shareholder B] are hereinafter referred to individually as a “Pledgor” and collectively as the “Pledgors”.)
Deposit Agreement Dated as of August 7, 2007Deposit Agreement • January 17th, 2008 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd.Exclusive Call Option Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
(Zuyu DING and Weijie MA are hereinafter referred to individually as a “Company Shareholder” and collectively as the “Company Shareholders”.)
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. February 1, 2012Shareholder Voting Right Proxy Agreement • April 24th, 2012 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Shareholder Voting Right Proxy Agreement (this “Agreement”) is entered into as of April 1, 2012 by and between the following Parties:
Loan AgreementLoan Agreement • April 21st, 2015 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
In order to clarify the rights and obligations of the Lender and the Borrowers under the above loan arrangement, the Parties hereby agree as follows:
EXCLUSIVE TECHNICAL SUPPORT AGREEMENTExclusive Technical Support Agreement • April 21st, 2015 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
THEREFORE, through amicable consultations, the Parties have reached the following agreements on the detailed matters related to the provision of exclusive Technology Service by Party A to Party B.
REGISTRATION RIGHTS AGREEMENT between E-HOUSE (CHINA) HOLDINGS LTD., SINA CORPORATION and CHINA REAL ESTATE INFORMATION CORPORATION October 21, 2009Registration Rights Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 21, 2009 (this “Agreement”), between E-HOUSE (CHINA) HOLDINGS LTD., a company organized under the laws of the Cayman Islands (“E-House”), SINA CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”), and CHINA REAL ESTATE INFORMATION CORPORATION, a company organized under the laws of the Cayman Islands (“CRIC”).
SHAREHOLDERS AGREEMENT by and among SINA CORPORATION, E-HOUSE (CHINA) HOLDINGS LIMITED and CHINA REAL ESTATE INFORMATION CORPORATION as of October 21, 2009Shareholders Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
SHAREHOLDERS AGREEMENT, dated as of October 21, 2009, by and among E-House (China) Holdings Limited Limited, a company organized under the laws of the Cayman Islands (“E-House”), SINA CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”) and CHINA REAL ESTATE INFORMATION CORPORATION, a company organized under the laws of the Cayman Islands (the “Company”) (each a “Party” and collectively the “Parties”).
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Trademark License Agreement (the “Agreement”) is made and entered into March 7, 2014, by and between Beijing SINA Internet Information Service Co., Ltd. (北京新浪互联信息服务有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
AMENDED AND RESTATED SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENTSoftware License and Support Services Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Software License and Support Services Agreement (the “Agreement”) is made and entered into on March 7, 2014 , by and between SINA.com Technology (China) Co. Ltd.(新浪网技术(中国)有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Shanghai SINA Leju Information Technology Co. Ltd. (上海新浪乐居信息科技有限公司), a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
E-HOUSE (CHINA) HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 17, 2013 2.75% Convertible Senior Notes due 2018Indenture • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
INDENTURE dated as of December 17, 2013 between E-HOUSE (CHINA) HOLDINGS LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ZHOU XIN and SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD. LOAN AGREEMENT September 8, 2008Loan Agreement • May 4th, 2009 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Loan Agreement (hereinafter, this “Agreement”) is entered into in Shanghai as of September 8, 2008 by and between the following Parties:
LOAN AGREEMENT BETWEEN XUDONG ZHU ZUYU DING AND SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 10, 2011Loan Agreement • January 13th, 2012 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
ADVERTISING INVENTORY SALE AGENCY AGREEMENTAdvertising Inventory Sale Agency Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
This ADVERTISING INVENTORY SALE AGENCY AGREEMENT (this “Agreement”) is entered into on March 7, 2014 and effective upon the Effective Date (as defined below) by and between SINA CORPORATION, a corporation organized under the laws of Cayman Islands (“SINA”), and Leju Holdings Limited, a corporation organized under the laws of Cayman Islands (“Leju”; collectively with SINA, the “Parties”, and individually, the “Party”).
OFFSHORE TRANSITIONAL SERVICES AGREEMENTOffshore Transitional Services Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
LOAN AGREEMENT BETWEEN Zuyu DING Weijie MA AND SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 20, 2011Loan Agreement • January 13th, 2012 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
SHARE PURCHASE AGREEMENT by and among SCEPTER PACIFIC LIMITED JUPAI HOLDINGS LIMITED E-HOUSE (CHINA) CAPITAL INVESTMENT MANAGEMENT LTD. and RECKON CAPITAL LIMITED dated as of April 3, 2015Share Purchase Agreement • April 22nd, 2016 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
This Share Purchase Agreement (this “Agreement”) is made as of the 3rd day of April, 2015 by and among Scepter Pacific Limited, a company established under the laws of the British Virgin Islands (the “Company” or “Scepter”), E-House (China) Capital Investment Management Ltd., a company established under the laws of the British Virgin Islands (“E-House”), Reckon Capital Limited, a company established under the laws of the British Virgin Islands (“Reckon”, together with E-House, the “Sellers” and each a “Seller”) and Jupai Holdings Limited, an exempted company established under the laws of the Cayman Islands (the “Purchaser”).
Shanghai Real Estate Sales (Group) Co., Ltd. and Shanghai CRIC Information Technology Co., Ltd. and Shanghai Tian Zhuo Advertising Co., Ltd. Cooperation Agreement Dated August 31, 2009Cooperation Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
Unless otherwise provided in this Agreement, the following terms in this Agreement shall have the meanings as defined below.
SHARE PURCHASE AGREEMENT between SINA CORPORATION and CRIC HOLDINGS LIMITED Dated as of July 23, 2009Share Purchase Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of July 23, 2009, between SINA CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”), and CRIC HOLDINGS LIMITED, a company organized under the laws of the Cayman Islands (“CRIC”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
This Master Transaction Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Leju”) (each of E-House and Leju a “Party” and, together, the “Parties”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
This Non-Competition Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Leju”) (each of E-House and Leju a “Party” and, together, the “Parties”).
AMENDED AND RESTATED DOMAIN NAME AND CONTENT LICENSE AGREEMENTAgreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Amended and Restated Domain Name and Content License Agreement (the “Agreement”) is made and entered into on March 7, 2014, by and between Beijing SINA Internet Information Service Co., Ltd. (北京新浪互联信息服务有限公司), a limited liability company organized under the laws of the People’s Republic of China (hereinafter “Licensor”) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Licensee” and together with Licensor, the “Parties” and each a “Party”) and is made effective as of the Effective Date (defined below).
SHARE PURCHASE AND SUBSCRIPTION AGREEMENTShare Purchase and Subscription Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • Hong Kong
The Purchaser, the Parent and the Company are each referred to herein as a “Party,” and collectively as the “Parties,” and each of Onshore Tencent and Onshore Leju shall be a Party solely for the purposes of Section 3.5, Section 5.6 and Section 5.12(c).
INVESTOR RIGHTS AGREEMENT between SINA CORPORATION and E-HOUSE (CHINA) HOLDINGS LTD. August 16, 2012Investor Rights Agreement • April 17th, 2013 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
INVESTOR RIGHTS AGREEMENT, dated as of August 16, 2012 (this “Agreement”), between SINA CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”) and E-HOUSE (CHINA) HOLDINGS LTD., a company organized under the laws of the Cayman Islands (“E-House”).
Consulting and Services Agreement Between Shanghai CRIC Information Technology Co., Ltd. (As Service Provider) And Shanghai Real Estate Sales (Group) Co., Ltd. (As Service Recipient) June 30, 2009Consulting and Services Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
Unless otherwise specified in this Agreement, in this Agreement, the following terms shall have the meanings prescribed thereto below.
Xudong ZHU Jun LUO Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Service Co., Ltd. Equity Pledge Agreement regarding Beijing Yisheng Leju Information Service Co., Ltd. September 29, 2009Equity Pledge Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
shall, to the extent permitted by the PRC Law, transfer all or part of the equity interest they hold in the Company to the Pledgee and/or any other entity or individual designated by the Pledgee based on the Pledgee’s request.
EXCLUSIVE TECHNICAL SUPPPORT AGREEMENTExclusive Technical Suppport Agreement • April 23rd, 2010 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
THEREFORE, through amicable consultations, the Parties have reached the following agreements on the detailed matters related to the provision of exclusive Technology Service by Party A to Party B.
SHARE PURCHASE AGREEMENT between E-HOUSE (CHINA) HOLDINGS LIMITED and KANRICH HOLDINGS LIMITED December 27, 2012Share Purchase Agreement • April 17th, 2013 • E-House (China) Holdings LTD • Real estate agents & managers (for others)
This Share Purchase Agreement (this “Agreement”) is entered into as of December 27, 2012 by and between E-House (China) Holdings Limited, a Cayman Islands company (the “Company”), and Kanrich Holdings Limited, a British Virgin Islands company (the “Purchaser”).
