AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 14th, 2019 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • New York
LIMITED GUARANTEE, dated as of February 18, 2019 (this “Limited Guarantee”), by The Crawford Group, Inc. (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”), which amends and restates in its entirety that certain Limited Guarantee, dated as of April 6, 2018 (the “Original Limited Guarantee”), by the Guarantor in favor of the Guaranteed Party.
AMENDED AND RESTATED EQUITY COMMITMENT LETTER February 18, 2019Taylor Andrew C • March 14th, 2019 • Services-auto rental & leasing (no drivers) • New York
This letter agreement sets forth the commitment of The Crawford Group, Inc., a corporation organized and existing under the Laws of the State of Missouri (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”) and amends and restates in its entirety that certain equity commitment letter by and between the Sponsor and Holdco dated April 6, 2018 (the “Original Equity Commitment Letter”). 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 S
CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • April 10th, 2018 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • New York
This CONTRIBUTION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 6, 2018 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 CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • March 14th, 2019 • Taylor Andrew C • 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).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • April 10th, 2018 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • Hong Kong
This Interim Investors Agreement (this “Agreement”) is made as of April 6, 2018 by and among MBK Partners Fund IV, L.P. (“MBKP”), The Baring Asia Private Equity Fund VI, L.P.1 (“Baring LP1”), The Baring Asia Private Equity Fund VI, L.P.2 (“Baring LP2”), The Baring Private Equity Fund VI Co-investment, L.P. (together with Baring LP1 and Baring LP2, the “Baring Funds”), RedStone Capital Management (Cayman) Limited, a Cayman Islands exempted company (“Redstone”), The Crawford Group, Inc. (“Crawford” and, together with MBKP, each Baring Fund, Redstone and any New Sponsor (as defined below), the “Sponsors”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), BPEA Teamsport Limited (“BPEA Teamsport” and, together with the Baring Funds, “Baring”), Dongfeng Asset Management Co. Ltd. (“Dongfeng” and, together with Crawford, Horizon, BPEA Teamsport and any New Rollover Shareholder (as defined below) the “Rollover Shareholders” and the Rollover Shareholders and the Sponsors, ea
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 14th, 2019 • Taylor Andrew C • 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
TERMINATION AGREEMENTTermination Agreement • March 14th, 2019 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • New York
This TERMINATION AGREEMENT (this “Agreement”), is dated as of February 18, 2019 and is entered into by and among MBK Partners Fund IV, L.P. (“MBKP”), The Baring Asia Private Equity Fund VI, L.P.1 (“Baring LP1”), The Baring Asia Private Equity Fund VI, L.P.2 (“Baring LP2”), The Baring Asia Private Equity Fund VI Co-investment, L.P. (“Baring Co-invest” and, together with Baring LP1 and Baring LP2, the “Baring Sponsors”), The Crawford Group, Inc., a Missouri corporation (“Crawford”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), BPEA Teamsport Limited (“BPEA Teamsport” and, together with the Baring Sponsors, “Baring”), Dongfeng Asset Management Co. Ltd. (“Dongfeng”), RedStone Capital Management (Cayman) Limited, a Cayman Islands exempted company (“Redstone” and, together with Baring, the “Exiting Parties”), Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary
SECONDARY STOCK PURCHASE AGREEMENTSecondary Stock Purchase Agreement • August 14th, 2018 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • New York
This Secondary Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 9, 2018, (the “Effective Date”) by and among Ignition Growth Capital I, L.P., a Delaware limited partnership and Ignition Growth Managing Directors Fund I, LLC, a Delaware limited liability company (each and collectively, “Seller”), ICG Holdings 1, LLC, a Delaware limited liability company and controlled affiliate of Seller (“Holdco 1”), ICG Holdings 2, LLC, a Delaware limited liability company and controlled affiliate of Seller (“Holdco 2” and collectively with Holdco 1, “Holdcos”), and The Crawford Group, Inc., a Missouri corporation (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2015 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2015, by and among and the shareholders listed on Schedule I (individually, a “Seller” and collectively, the “Sellers”), and the investors listed on Schedule II attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
First Offer NoticeFirst Offer Notice • May 7th, 2018 • Taylor Andrew C • Services-auto rental & leasing (no drivers)
This First Offer Notice (this “Notice”) is given pursuant to Section 3.7 of the Third Amended and Restated Investors’ Rights Agreement relating to the shares of eHi Car Services Limited (the “Company”) dated December 11, 2013 (the “IRA”). Any term used but not defined in this Notice shall have the meaning given to such term in the IRA.
JOINT FILING AGREEMENTJoint Filing Agreement • December 1st, 2014 • Taylor Andrew C • Services-auto rental & leasing (no drivers)
This Joint Filing Agreement (this “Agreement”) is made and entered into as of December 1, 2014, by and among the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the “Trust”), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, each of which individuals are voting trustees under the Trust (collectively, the “Trustees”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2015 • Taylor Andrew C • Services-prepackaged software
This Joint Filing Agreement (this “Agreement”) is made and entered into as of December 4, 2015, by and among the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the “Trust”), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, each of which individuals are voting trustees under the Trust (collectively, the “Trustees”). The Trust and the Trustees are collectively referred to herein as the “Reporting Persons”.
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2015 • Taylor Andrew C • Services-prepackaged software
This Joint Filing Agreement (this “Agreement”) is made and entered into as of February 4, 2015 by and among the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the “Trust”), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, each of which individuals are voting trustees under the Trust (collectively, the “Trustees”). The Trust and the Trustees are collectively referred to herein as the “Reporting Persons”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2018 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made this 9th day of August, 2018, by and between The Crawford Group, Inc., a Missouri corporation (“Crawford”), and eHi Car Services Limited, a limited liability company organized under the laws of the Cayman Islands (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 14th, 2019 • Taylor Andrew C • Services-auto rental & leasing (no drivers) • Hong Kong
SHARE PURCHASE AGREEMENT dated as of March 14, 2019 (this “Agreement”) by and among GS Car Rental HK Limited, a company organized under the laws of Hong Kong (with tax residency in Luxembourg) (“GS Rental”), GS Car Rental HK Parallel Limited, a company organized under the laws of Hong Kong (with tax residency in Luxembourg) (“GS Rental Parallel”, and together with GS Rental, “Sellers”), and Teamsport Topco Limited, a Cayman Islands exempted company (the “Purchaser”), and, The Crawford Group, Inc., a Missouri corporation (“Crawford”), and Ctrip Investment Holding Ltd. (“Ctrip”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
