DEPOSIT AGREEMENT by and among QUNAR CAYMAN ISLANDS LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • October 29th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • New York
DEPOSIT AGREEMENT, dated as of , by and among (i) Qunar Cayman Islands Limited, a company incorporated in the Cayman Islands, with its principal executive office at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing 100080, People’s Republic of China and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
FORM OF INDEMNIFICATION AGREEMENT QUNAR CAYMAN ISLANDS LIMITEDForm of Indemnification Agreement • August 27th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Qunar Cayman Islands Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
QUNAR CAYMAN ISLANDS LIMITED 8,000,000 American Depositary Shares Representing 24,000,000 Class B Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2015 • Qunar Cayman Islands Ltd. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER among OCEAN MANAGEMENT HOLDINGS LIMITED, OCEAN MANAGEMENT MERGER SUB LIMITED and QUNAR CAYMAN ISLANDS LIMITED Dated October 19, 2016Agreement and Plan of Merger • October 19th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
AGREEMENT AND PLAN OF MERGER, dated October 19, 2016 (this “Agreement”), among Ocean Management Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Ocean Management Merger Sub 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 Qunar Cayman Islands Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of June 17, 2015, between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
QUNAR CAYMAN ISLANDS LIMITED 11,111,000 American Depositary Shares Representing 33,333,000 Ordinary Shares UNDERWRITING AGREEMENTQunar Cayman Islands Ltd. • October 29th, 2013 • Services-business services, nec • New York
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) by and among the following parties on March 23, 2016:
ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011Shares Purchase Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
This Ordinary Shares Purchase Agreement (this “Agreement”) is made as of the 24th day of June, 2011 by and between Qunar Cayman Islands Limited, a Cayman Islands exempted company (the “Company”) and Baidu Holdings Limited, a British Virgin Islands company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • New York
WHEREAS, the Purchaser wishes to invest in the Company by acquiring Class B ordinary shares (“Ordinary Shares”) in the Company in a transaction exempt from registration pursuant to Section 4(a)(2) (“Section 4(a)(2)”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2015, by and among Qunar Cayman Islands Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”), SL Camel Holdco Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (“Silver Lake”), Gaoling Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Gaoling”), and YHG Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“YHG” and, together with Gaoling, “Hillhouse”, and together with Silver Lake, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • New York
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Qunar Cayman Island Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (“Executive”).
Equity Option AgreementEquity Option Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Restated Exclusive Technical Consulting and Services AgreementServices Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
Framework Agreement for Treatment of Qunar Employee Shares and Equity AwardsQunar Cayman Islands Ltd. • April 14th, 2016 • Services-computer programming, data processing, etc. • New York
In order to continue to incentivize employees of Qunar Cayman Islands Limited (“Qunar”) to continue to perform their duties diligently and align their interests with those of Qunar’s shareholders, Qunar and Ctrip.com International, Ltd. (“Ctrip”) hereby agree, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, as follows:
Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012Loan Agreement • June 10th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
Business Cooperation Framework AgreementBusiness Cooperation Framework Agreement • October 3rd, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • Hong Kong
Whereas, the Parties agree to further enhance cooperation in the online travel business by effecting product integration on Cooperation Platform in relation to the Collaborative Products provided via the PC Internet.
Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012Exclusive Technical Consulting and Services Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
THIS RESTATED EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT (Agreement) is entered into on October 10, 2012 (Execution Date) in Beijing, the People’s Republic of China (PRC).
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • Hong Kong
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into in Changning District, Shanghai Municipality, PRC as of March 10, 2016, by and between:
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec • Hong Kong
BUSINESS COOPERATION AGREEMENT (this “Agreement”) dated as of July 20, 2011 between Qunar Cayman Islands Limited, a Cayman Islands exempted company (“Qunar”) and Baidu, Inc., a Cayman Islands exempted company (“Baidu”).
Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012Equity Option Agreement • June 10th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
(Party B and Party C are hereinafter collectively referred to as the “Shareholders.” Qunar Cayman, Party A, Party B, Party C and Party D are each hereinafter individually referred to as a “Party”, and collectively the “Parties”.)
QUNAR CAYMAN ISLANDS LIMITED TRANSFER OF SHARES AGREEMENTTransfer of Shares Agreement • April 12th, 2013 • Qunar Cayman Islands Ltd. • Transportation services
This Transfer of Shares Agreement (this “Agreement”) is made and entered into as of July 20, 2011 and effective upon the Closing (as defined in the Ordinary Shares Purchase Agreement) by and among (i) Qunar Cayman Islands Limited, a Cayman Islands exempted company (the “Company”), (ii) Baidu Holdings Limited, a Cayman Islands exempted company (“Baidu”), (iii) Zhuang Chenchao, including for purposes of this Agreement any affiliated entity of such person (including Forlongwiz Holdings Limited) (each, a “Founder” and collectively, the “Founders”), (iv) the holders of Ordinary Shares listed on Exhibit A attached hereto (together with the Founders, the “Key Shareholders”), and (v) any other holders of Shares who shall at any time be a party to or bound by this Agreement pursuant to the execution and delivery of this Agreement as of the date hereof or a Deed of Adherence substantially in the form of Exhibit B attached hereto (a “Deed of Adherence”) after the date hereof (together with the Ke
EQUITY COMMITMENT LETTER OCEAN MANAGEMENT LIMITED Level 2 Shanghai, China Attention: Tony Tianyi Jiang Facsimile: +86 21 5321 1699Qunar Cayman Islands Ltd. • November 10th, 2016 • Services-computer programming, data processing, etc. • New York
Reference is made 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 Ocean Management Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, Ocean Management Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Qunar Cayman Islands Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered
NOTE PURCHASE AGREEMENT BY AND AMONG QUNAR CAYMAN ISLANDS LIMITED, SL CAMEL HOLDCO LIMITED, GAOLING FUND, L.P. AND YHG INVESTMENT, L.P. Dated as of June 1, 2015Note Purchase Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 1, 2015, by and among Qunar Cayman Islands Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”), SL Camel Holdco Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “Silver Lake”), Gaoling Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “Gaoling”), and YHG Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its successors and permitted assigns, “YHG” and, together with Gaoling, “Hillhouse”, and together with Silver Lake, the “Purchasers” and each of them a “Purchaser”).
QUNAR CAYMAN ISLANDS LIMITED and as TrusteeSupplemental Indenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 24, 2015 (the “Second Supplemental Indenture”), between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture
QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 12th, 2013 • Qunar Cayman Islands Ltd. • Transportation services
This Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of July 20, 2011 and effective upon the Closing (as defined in the Ordinary Shares Purchase Agreement), by and among (i) Qunar Cayman Islands Limited, a Cayman Islands exempted company (the “Company”), (ii) Baidu Holdings Limited, a British Virgin Islands company (“Baidu”), (iii) the holders of Ordinary Shares listed on Exhibit A attached hereto (the “Key Shareholders”), and (iv) any other holders of Shares who shall at any time be a party to or bound by this Agreement pursuant to the execution and delivery of this Agreement as of the date hereof or a Deed of Adherence substantially in the form of Exhibit B attached hereto (a “Deed of Adherence”) after the date hereof (together with the Key Shareholders, a “Minority Shareholder” and collectively, the “Minority Shareholders,” and together with Baidu, the “Shareholders”).
QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED THE PARTIES LISTED IN EXHIBIT A ATTACHED HERETO and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011Investors’ Rights Agreement • July 31st, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of July 20, 2011 and effective on the Closing (as defined in the Ordinary Shares Purchase Agreement) by and among (i) Qunar Cayman Islands Limited, a Cayman Islands exempted company (the “Company”), (ii) Baidu Holdings Limited, a Biritsh Virgin Islands company (“Baidu”), (iii) the holders of Ordinary Shares listed on Exhibit A attached hereto (the “Key Shareholders”), and (iv) any other holders of Shares who shall at any time be a party to or bound by this Agreement pursuant to the execution and delivery of this Agreement as of the date hereof or a Deed of Adherence substantially in the form of Exhibit B attached hereto (a “Deed of Adherence”) after the date hereof (together with the Key Shareholders, each, a “Minority Shareholder” and collectively, the “Minority Shareholders,” and together with Baidu, the “Shareholders”).
CREDIT FACILITY CONTRACTCredit Facility Contract • April 29th, 2014 • Qunar Cayman Islands Ltd. • Services-business services, nec • Hong Kong
In witness whereof, Party A and Party B have agreed as follows in relation to the credit facility granted by Party A to Party B, through negotiation on the basis of voluntariness, fairness, mutual benefits and honesty and trust:
Supplementary Agreement to the Control DocumentsSupplementary Agreement • September 30th, 2013 • Qunar Cayman Islands Ltd. • Services-business services, nec
This Supplementary Agreement to the Control Documents (Agreement) is entered into on 2 April 2013 in Beijing, People’s Republic of China (PRC)
QUNAR CAYMAN ISLANDS LIMITED and as TrusteeFirst Supplemental Indenture • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 17, 2015 (the “First Supplemental Indenture”), between Qunar Cayman Islands Limited, an exempted limited liability company incorporated in the Cayman Islands (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture
Loan AgreementLoan Agreement • April 14th, 2016 • Qunar Cayman Islands Ltd. • Services-computer programming, data processing, etc.
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into in Changning District, Shanghai Municipality, PRC as of March 10, 2016, by and between:
