ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011Shares Purchase Agreement • April 12th, 2013 • Qunar Cayman Islands Ltd. • Transportation services
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”).
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
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”).
