INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , by and between SYSWIN Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
LIMITED GUARANTYLimited Guaranty • December 27th, 2012 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
Limited Guaranty, dated as of December 24, 2012 (this “Limited Guaranty”), by Mr. Liangsheng Chen, PRC ID No. XXXXX (the “Guarantor”), in favor of SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among BRILLIANT STRATEGY LIMITED, BRILLIANT ACQUISITION LIMITED and SYSWIN INC. Dated as of December 24, 2012Agreement and Plan of Merger • December 27th, 2012 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 24, 2012 among Brilliant Strategy Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
Party C: BEIJING SYSWIN XING YE REAL ESTATE BROKERAGE COMAPNY LIMITED, a limited liability company duly established and valid existing under the PRC laws.
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
NOW THEREFORE, through mutual negotiations, the Parties hereby enter into this Agreement based upon the following terms:
SYSWIN INC. ORDINARY SHARES, PAR VALUE US$0.0000008 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including you (the “Underwriters”), of American depositary shares (the “ADSs”), each representing Ordinary shares, par value US$0.0000008 per share of the Company (the “Ordinary Shares”).
Property Leasing AgreementProperty Leasing Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
In accordance with the regulations of the Contract Law of the People’s Republic of China and other applicable laws and regulations, Party A and Party B have reached unanimity through consultations and entered into this Agreement in respect of Party B’s leasing of the properties owned by Party A on the basis of equality, voluntariness, fairness and integrity.
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
Beijing Syswin International Real Estate Consulting Group Co., Ltd., a company with limited liabilities organized and validly existing under the laws of the People’s Republic of China (the “PRC”) (“Syswin International”);
COMMITMENT LETTER December 24, 2012SYSWIN Inc. • December 27th, 2012 • Real estate agents & managers (for others) • New York
This letter agreement sets forth the commitment of Mr. Liangsheng Chen (the “Founder”), subject to the terms and conditions contained herein, to invest in Brilliant Strategy Limited, a British Virgin Islands business company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent, and Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
The Company and Rebro desire to enter into this Agreement in order to reflect the registration rights to be provided to Rebro;
JOINT FILING AGREEMENTJoint Filing Agreement • February 28th, 2013 • SYSWIN Inc. • Real estate agents & managers (for others)
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
NON-COMPETION AGREEMENTNon-Competion Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
Beijing Syswin Xing Ye Real Estate Brokerage Company Limited, a company with limited liabilities organized and validly existing under the laws of the People’s Republic of China (“PRC”), with its registered address at Suite E7-03, 8 Longyuan Road, Shilong Industrial Parkt, Mentougou District, Beijing (“Party A”); and
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
Beijing Syswin Zhi Di Investment Co., Ltd., a company with limited liabilities organized and validly existing under the laws of the People’s Republic of China (“PRC”), with its registered address at Suite 4007, Beijing International Convention Center, 8 Beichen Donglu, Chaoyang District, Beijing (“Party A” or the “Licensor”); and
EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENTExclusive Technical Consulting and Service Agreement • November 4th, 2010 • SYSWIN Inc. • Real estate agents & managers (for others)
THIS EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the “Agreement”) is entered into as of August 4, 2010, by and between the following parties:
