LIMITED GUARANTEELimited Guarantee • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
LIMITED GUARANTEE, dated as of February 18, 2019 (this “Limited Guarantee”), by Ocean Imagination L.P. (the “Guarantor”), in favor of eHi Car Services Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER February 18, 2019Ocean Imagination L.P. • February 26th, 2019 • Services-auto rental & leasing (no drivers) • New York
This letter agreement sets forth the commitment of Ocean Imagination L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Teamsport Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of February 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among eHi Car Services Limited (the “Company”), Teamsport Parent Limited (“Parent”), a direct wholly-owned Subsidiary of Teamsport Midco Limited, a direct wholly-owned Subsidiary of Holdco (“Midco”), and Teamsport Bidco Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Compan
CONSORTIUM AGREEMENTConsortium Agreement • April 10th, 2018 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made as of April 6, 2018 among Ocean Imagination L.P. (“Ocean”) and Ctrip Investment Holding Ltd. (“Ctrip”). Each of Ocean and Ctrip and the Sponsors (as defined below), if any, is referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
LIMITED GUARANTEELimited Guarantee • February 5th, 2016 • Ocean Imagination L.P. • Transportation services • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of February 4, 2016, is made by Ocean Imagination L.P. (the “Guarantor”), an exempted limited partnership registered under the laws of the Cayman Islands, in favor of eLong, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
This AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 18, 2019 by and among (1) Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), (2) Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Midco”), (3) Teamsport Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Midco (“Parent”), and (4) the shareholders of eHi Car Services Limited, a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • Hong Kong
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of February 18, 2019 by and among MBK Partners Fund IV, L.P. (“MBKP”), The Crawford Group, Inc. (“Crawford Inc.” and, together with MBKP, the “Original Sponsors), Ocean Imagination L.P., a Cayman Islands exempted limited partnership (the “Ocean Sponsor”), and, together with the Original Sponsors and any New Sponsor (as defined below), the “Sponsors”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), Ctrip Investment Holding Ltd., a Cayman Islands exempted company (“Ctrip”), CDH Car Rental Service Limited, a British Virgin Islands business company (“CDH Car” and, together with the Ocean Sponsor, “Ocean”, and the Ocean Sponsor, CDH Car and Ctrip, collectively, the “Subsequent Investors”), ICG Holdings 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Crawford Inc. (“ICG Holdco 1”), ICG Holdings 2, LLC, a Delaware limited liability company and a wholly-owned
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • August 19th, 2015 • Ocean Imagination L.P. • Transportation services • Hong Kong
THIS LOCK UP AND RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015 (the “Effective Date”), by and among:
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 5th, 2016 • Ocean Imagination L.P. • Transportation services • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of February 4, 2016, by and among TCH Sapphire Limited, a British Virgin Islands company (“TCH”), C-Travel International Limited, a Cayman Islands company (“C-Travel”), Seagull Limited, a British Virgin Islands company (“Seagull”), Ocean Imagination L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean” and together with TCH, C-Travel and Seagull, the “Principal Investors”), Luxuriant Holdings Limited, a Cayman Islands company (“Luxuriant”), and Oasis Limited, a British Virgin Islands company and Zhou Rong (周荣) (collectively, “Management,” and together with the Principal Investors and Luxuriant, the “Investors”), China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholl
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TEAMSPORT PARENT LIMITED, TEAMSPORT BIDCO LIMITED and EHI CAR SERVICES LIMITED Dated as of February 18, 2019Plan of Merger • February 26th, 2019 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 18, 2019 (the “Amended Execution Date”), among Teamsport Parent Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Teamsport Bidco Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and eHi Car Services Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
SUPPORT AGREEMENTSupport Agreement • February 5th, 2016 • Ocean Imagination L.P. • Transportation services • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 4, 2016 by and among China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), TCH Sapphire Limited, a British Virgin Islands company (“TCH”), C-Travel International Limited, a Cayman Islands company (“C-Travel”), Ocean Imagination L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean”), Luxuriant Holdings Limited, a Cayman Islands company (“Luxuriant” and together with TCH, C-Travel and Ocean, the “Investors” and each, an “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • August 19th, 2015 • Ocean Imagination L.P. • Transportation services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of eLong, Inc., a Cayman Islands company, par value $0.01 per share, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Assumption Agreement August 17, 2015Assumption Agreement • August 19th, 2015 • Ocean Imagination L.P. • Transportation services
Reference is made to certain Right of First Refusal Agreement dated as of May 22, 2015 (the “ROFR Agreement”) entered into by and between C-Travel International Limited, a limited liability company organized and existing under the laws of the Cayman Islands (“Ctrip”) and Keystone Lodging Holdings Limited, a limited liability company organized and existing under the laws of the Cayman Island (“Keystone”). Capitalized terms used but not defined herein shall have the meanings given such terms in the ROFR Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 5th, 2018 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common shares (including the Class A common shares represented by ADSs), par value of $0.001 per share, of eHi Car Services Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EQUITY COMMITMENT LETTER Ocean Imagination L.P. Room A609, Bund Office Building, No. 868 Longhua East Road, Huangpu District Shanghai, P.R.C.Equity Commitment Letter • February 5th, 2016 • Ocean Imagination L.P. • Transportation services • 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 China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, China E-dragon Mergersub 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 eLong, Inc., 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”). Concurrently with the delivery of this letter agreement, the parties set forth on Schedule A (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Othe
PURCHASE AND VOTING AGREEMENTPurchase and Voting Agreement • April 5th, 2018 • Ocean Imagination L.P. • Services-auto rental & leasing (no drivers) • New York
This Purchase and Voting Agreement (this “Agreement”) is made as of April 4, 2018 between Ocean Imagination L.P. (“Ocean”) and CDH Venture Partners II, L.P. (“CDH”). Each of Ocean and CDH is referred to herein as a “Party,” and collectively, the “Parties.”
