INVESTOR’S RIGHTS AGREEMENT by and among SOUFUN HOLDINGS LIMITED, GENERAL ATLANTIC MAURITIUS LIMITED, HUNT 7-A GUERNSEY L.P. INC, HUNT 7-B GUERNSEY L.P. INC, HUNT 6-A GUERNSEY L.P. INC, NEXT DECADE INVESTMENTS LIMITED, MEDIA PARTNER TECHNOLOGY LIMITED...S Rights Agreement • September 2nd, 2010 • SouFun Holdings LTD • New York
INVESTOR’S RIGHTS AGREEMENT, dated August 13, 2010 (this “Agreement”), by and among SouFun Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), General Atlantic Mauritius Limited, a Mauritius private company limited by shares (the “GA Shareholder”), Hunt 7-A Guernsey L.P. Inc (“Apax 7-A”), Hunt 7-B Guernsey L.P. Inc (“Apax 7-B”) and Hunt 6-A Guernsey L.P. Inc (“Apax 6-A” and, together with Apax 7-A and Apax 7-B, collectively, the “Apax Shareholder” and, together with the GA Shareholder, the “Investors”), Next Decade Investments Limited, a limited liability company incorporated in the British Virgin Islands (“Next Decade”), Media Partner Technology Limited, a limited liability company incorporated in the British Virgin Islands (“Media Partner”) and Digital Link Investments Limited, a limited liability company incorporated in the British Virgin Islands (“Digital Link” and, together with Next Decade and Media Partn
Dated 31 August 2006Shareholders’ Agreement • September 2nd, 2010 • SouFun Holdings LTD • Hong Kong
Individual Entrusted Loan AgreementSouFun Holdings LTD • September 2nd, 2010
Party A and Party B are requested to read the Agreement in full and with care, and in particular, the provisions marked with ▲ ▲. Party C should be consulted promptly if any doubt arises.
FORM OF EXCLUSIVE CALL OPTION AGREEMENT (Summary Translation)Form of Exclusive Call Option Agreement • September 2nd, 2010 • SouFun Holdings LTD • Macau
In this Agreement, Party B(I) and Party B(II) are hereinafter collectively referred to as “Party B” and Party A, Party B, Party C and Party D are each referred to as a “Party” and collectively, the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2010 • SouFun Holdings LTD • New York
WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “Board”) or as an officer of the Company and wishes to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to indemnification against litigation risks and expenses arising from his position as a Director or Officer (as defined below) to the full extent permitted by applicable law;
FORM OF INTRA-GROUP MEMORANDUM OF UNDERSTANDING (Summary Translation)SouFun Holdings LTD • September 2nd, 2010
This Intra-group Memorandum of Understanding (the “Memorandum”) is made and entered into by the Parties below on [specify date] in Beijing:
WEB PROMOTION TECHNICAL SERVICE CONTRACT (Summary Translation)Web Promotion Technical Service Contract • September 2nd, 2010 • SouFun Holdings LTD
OPTIONS EXERCISE AGREEMENTOptions Exercise Agreement • September 2nd, 2010 • SouFun Holdings LTD • New York
This OPTIONS EXERCISE AGREEMENT (this “Agreement”), dated as of August 12, 2010 (the “Exercise Date”), among Telstra International Holdings Limited, a Bermuda company (“Telstra”), SouFun Holdings Limited, a Cayman Islands company (the “Company”), and Mr. Vincent Tianquan Mo, a natural person and the Executive Chairman of the Company (“Mr. Mo”).
FORM OF OPERATING AGREEMENT (Summary Translation)Form of Operating Agreement • September 2nd, 2010 • SouFun Holdings LTD • Macau
This Agreement is made and entered into by the Parties below on [specify date] in [specify city], People’s Republic of China (“China”).
FORM OF SHAREHOLDERS’ PROXY AGREEMENT (Summary Translation)Form of Shareholders’ Proxy Agreement • September 2nd, 2010 • SouFun Holdings LTD
The above 3 and 4 are hereinafter collectively referred to as the “Shareholders” and the Subsidiary Company, the VIE Company and the Shareholders are hereinafter collectively referred to as the “Parties.”
Form of Employment Contract (Summary Translation)SouFun Holdings LTD • September 2nd, 2010
In accordance with the relevant stipulations set forth by the “Labor Law of the People’s Republic of China” and the national government, Party A (hereinafter the “Company”) and Party B (hereinafter the “Employee”), after a consultation with each other on the basis of equality, are willing to execute this Contract and abide by the following terms under this Contract:
FORM OF EQUITY PLEDGE AGREEMENT (Summary Translation)Form of Equity Pledge Agreement • September 2nd, 2010 • SouFun Holdings LTD • Macau
This Equity Pledge Agreement (this “Agreement”) is made and entered into by the parties below on [specify date] in [specify city], People’s Republic of China (“China”):
INDEMNITY AGREEMENTIndemnity Agreement • September 2nd, 2010 • SouFun Holdings LTD • New York
This Indemnity Agreement, dated as of August 4, 2010 (this “Agreement”), is among Vincent T. Mo, a natural person, (the “Manager”) and CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. (“Hengshui”), a PRC company, and SouFun Holdings Limited, a Cayman Islands limited liability company.
REGISTRATION RIGHTS AGREEMENT among SOUFUN HOLDINGS LIMITED and THE OTHER PARTIES NAMED HEREIN Dated: August 13, 2010Registration Rights Agreement • September 2nd, 2010 • SouFun Holdings LTD • New York
REGISTRATION RIGHTS AGREEMENT, dated August 13, 2010 and effective as of the Effective Date (this “Agreement”), among SouFun Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), General Atlantic Mauritius Limited, a Mauritius private company limited by shares (“General Atlantic”) and Hunt 7-A Guernsey L.P. Inc. (“Hunt 7-A”), Hunt 7-B Guernsey L.P. Inc. (“Hunt 7-B”), and Hunt 6-A Guernsey L.P. Inc. (“Hunt 6-A” and, together with Hunt 7-A and Hunt 7-B, “Apax”).
SouFun Holding Limited Stock Related Award Incentive Plan (see Appendix: Stock Related Award Incentive Plan and Administration before the Company’s IPO)SouFun Holdings LTD • September 2nd, 2010
By signing this agreement, the GRANTEE (employees and directors) and the Company (SouFun Holdings Limited) confirm the stock related incentive arrangement between the GRANTEE and the Company since the employee started working with the Company. This agreement is for stock related award incentive plans before the Company’s stocks become publicly tradable. Both the GRANTEE and the Company present that the above terms are true and accurate and that, except for the options referred above, the GRANTEE does not own shares in the Company or options to purchase the shares of the Company.
FORM OF AMENDMENT AGREEMENT RELATING TO EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT, EXCLUSIVE CALL OPTION AGREEMENT, OPERATING AGREEMENT AND OTHER AGREEMENTS (Summary Translation)Agreement • September 2nd, 2010 • SouFun Holdings LTD
Party F: SouFun Holdings Limited, a company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands with its registered address at Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P. O. Box 2681 GT, George Town, Grand Cayman, British West Indies.
FORM OF LOAN AGREEMENT (Summary Translation)Form of Loan Agreement • September 2nd, 2010 • SouFun Holdings LTD • Macau
[specify name of shareholder of a consolidated controlled entity] of [specify address]as “Borrower I;” and [specify name of shareholder of a consolidated controlled entity] of [specify address]as “Borrower II.”
Web Promotion Technical Service ContractSouFun Holdings LTD • September 2nd, 2010
Party A: Beijing Wei Ye Hang Real Estate Agency Co., Ltd. Company address: 11th Floor, Tower B, Huixin Plaza, 8 Anli Road, Andingmenwai, Chaoyang District, Beijing Contact: Lin Jie
Termination Agreement With Respect To Web Promotion and Technical Service ContractTermination Agreement • September 2nd, 2010 • SouFun Holdings LTD
Party A: Beijing Dong Fang Xi Mei Investment Consulting Co., Ltd. Company address: Room 23B1, No 1 Building, Yard 1, Xizhimenwai Dajie, Xicheng District, Beijing (Deshengyuan District)
INDIVIDUAL ENTRUSTMENT LOAN AGREEMENT (Summary Translation) ImportantIndividual Entrustment Loan Agreement • September 2nd, 2010 • SouFun Holdings LTD
Party A and Party B are requested to read this Agreement in full and with care, especially the provisions marked with 55. Party C should be consulted promptly if any doubt arises.
FORM OF EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT (Summary Translation)Consultancy and Services Agreement • September 2nd, 2010 • SouFun Holdings LTD • Macau
This Exclusive Technical Consultancy and Services Agreement (this “Agreement”) is made and entered into by the Parties below on [specify date] in [specify city], People’s Republic of China (“China”):
