Schedule 13D/A Amendment No. 5

0001193125-18-247631.txt : 20180814 0001193125-18-247631.hdr.sgml : 20180814 20180813213407 ACCESSION NUMBER: 0001193125-18-247631 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180813 GROUP MEMBERS: CAROLYN KINDLE BETZ GROUP MEMBERS: CHRISTINE B. TAYLOR GROUP MEMBERS: JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99 GROUP MEMBERS: JO ANN T. KINDLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eHi Car Services Ltd CENTRAL INDEX KEY: 0001517492 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88413 FILM NUMBER: 181014042 BUSINESS ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 BUSINESS PHONE: (8621)-64687000 MAIL ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 FORMER COMPANY: FORMER CONFORMED NAME: eHi Auto Services Ltd DATE OF NAME CHANGE: 20110406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR ANDREW C CENTRAL INDEX KEY: 0001180453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 600 CORPORATE PARK DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63105 SC 13D/A 1 d604329dsc13da.htm SCHEDULE 13D/A AMENDMENT NO. 5 Schedule 13D/A Amendment No. 5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

eHi Car Services Limited

(Name of Issuer)

Class A Common Shares, par value $0.001 per share

(Title of Class of Securities)

26853A100

(CUSIP Number)

Michael W. Andrew

600 Corporate Park Drive

St. Louis, MO 63105

314-512-5000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

August 9, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐

(Continued on following pages)

CUSIP No. 26853A100


1.	NAMES OF REPORTING PERSONS: Andrew C. Taylor
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 0 shares
		8.	SHARED VOTING POWER: 30,435,184¹ shares
		9.	SOLE DISPOSITIVE POWER: 0 shares
		10.	SHARED DISPOSITIVE POWER: 30,435,184¹ shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,435,184¹ shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.4%²
14.	TYPE OF REPORTING PERSON (See Instructions): IN

Consists of (i) 18,694,003 Class B Common Shares, 37,501 Class A Common Shares and 1,067,770 Class A Common Shares represented by ADSs (as defined below) held of record by The Crawford Group, Inc., a Missouri corporation (“Crawford”), which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 3,030,839 Class B Common Shares held of record by ICG Holdings 1, LLC, a Delaware corporation (“Holdco 1”), which is a wholly-owned subsidiary of Crawford and which are beneficially held by the Reporting Persons, (iii) 3,156,358 Class B Common Shares held of record by ICG Holdings 2, LLC, a Delaware corporation (“Holdco 2”), which is a wholly-owned subsidiary of Crawford and which are beneficially held by the Reporting Persons and (iv) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase (as defined below). Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the GS ROFO Purchase.

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2018 (the “Annual Report”) and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100


1.	NAMES OF REPORTING PERSONS: Jo Ann T. Kindle
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 0 shares
		8.	SHARED VOTING POWER: 30,435,184³ shares
		9.	SOLE DISPOSITIVE POWER: 0 shares
		10.	SHARED DISPOSITIVE POWER: 30,435,184³ shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,435,184³ shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.4%⁴
14.	TYPE OF REPORTING PERSON (See Instructions): IN

Consists of (i) 18,694,003 Class B Common Shares, 37,501 Class A Common Shares and 1,067,770 Class A Common Shares represented by ADSs held of record by Crawford, which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 3,030,839 Class B Common Shares held of record by Holdco 1, which is a wholly-owned subsidiary of Crawford and which are beneficially held by the Reporting Persons, (iii) 3,156,358 Class B Common Shares held of record by Holdco 2, which is a wholly-owned subsidiary of Crawford and which are beneficially held by the Reporting Persons and (iv) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the GS ROFO Purchase.

⁴

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated in the Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100


1.	NAMES OF REPORTING PERSONS: Christine B. Taylor
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 0 shares
		8.	SHARED VOTING POWER: 30,435,184⁵ shares
		9.	SOLE DISPOSITIVE POWER: 0 shares
		10.	SHARED DISPOSITIVE POWER: 30,435,184⁵ shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,435,184⁵ shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.4%⁶
14.	TYPE OF REPORTING PERSON (See Instructions): IN

⁵

⁶

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated in the Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100


1.	NAMES OF REPORTING PERSONS: Carolyn Kindle Betz
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 0 shares
		8.	SHARED VOTING POWER: 30,435,184⁷ shares
		9.	SOLE DISPOSITIVE POWER: 0 shares
		10.	SHARED DISPOSITIVE POWER: 30,435,184⁷ shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,435,184⁷ shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.4%⁸
14.	TYPE OF REPORTING PERSON (See Instructions): IN

⁷

⁸

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by in the Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100


1.	NAMES OF REPORTING PERSONS: Jack Taylor Family Voting Trust U/A/D 4/14/99
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 0 shares
		8.	SHARED VOTING POWER: 30,435,184⁹ shares
		9.	SOLE DISPOSITIVE POWER: 0 shares
		10.	SHARED DISPOSITIVE POWER: 30,435,184⁹ shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,435,184⁹ shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.4%¹⁰
14.	TYPE OF REPORTING PERSON (See Instructions): OO

⁹

¹⁰

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated in the Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on December 1, 2014 by the Reporting Persons with respect to the Class A Common Shares of eHi Car Services Limited, a company organized under the laws of the Cayman Islands (the “Issuer” or the “Company”), beneficially owned by the Reporting Persons, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 5, 2015, Amendment No. 2 filed with the Securities and Exchange Commission on December 22, 2017, Amendment No. 3 filed with the Securities and Exchange Commission on April 10, 2018 and Amendment No. 4 filed with the Securities and Exchange Commission on May 7, 2018 (the “Schedule 13D”). Except as amended or supplemented by this Amendment No. 5, all other information in the Schedule 13D is as set forth therein.

ITEM 1.

SECURITY AND ISSUER

This Schedule 13D/A relates to the Class A Common Shares of the Issuer. The address of the principal executive offices of the Issuer is Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, People’s Republic of China.

ITEM 2.

IDENTITY AND BACKGROUND

(a) (b)

This Schedule 13D/A is being jointly filed by the following persons: 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 Betz, as voting trustees under the Jack Taylor Family Voting Trust U/A/D 4/14/99. Collectively, such group is referred to herein as the “Reporting Persons.” The shares covered by this Schedule 13D/A are held of record by The Crawford Group, Inc., a Missouri corporation (“Crawford”), which is controlled by the Reporting Persons, or are anticipated to be purchased by Crawford pursuant to the GS ROFO Purchase. The Reporting Persons entered into a Joint Filing Agreement dated December 1, 2014, a copy of which was filed as Exhibit 99.1 to the original Schedule 13D and which is incorporated by reference herein, pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D, and amendments thereto.

The Trust was established by Jack Taylor, the founder of Crawford. The individual Reporting Persons share voting and investment power with respect to the Trust.

CUSIP No. 26853A100

The principal address of each of the Reporting Persons is 600 Corporate Park Drive, St. Louis, Missouri 63105.

(c)

All of the individual Reporting Persons are employed by Crawford at its principal place of business, 600 Corporate Park Drive, St. Louis, Missouri 63105, as follows: Andrew C. Taylor, Executive Chairman, Jo Ann T. Kindle, Vice President, Christine B. Taylor, Senior Vice President and Assistant Secretary, and Carolyn Kindle Betz, Vice President and Assistant Secretary.

(d)-(e)

None of the Reporting Persons have, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Each of the individual Reporting Persons is a citizen of the United States.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

At the closing of the IGC ROFO Purchase (as defined below), Crawford purchased from IGC Sellers 37,501 Class A Common Shares and 533,885 American Depository Shares (“ADSs”) each representing two Class A Common Shares at a price of US$6.75 per Class A Common Share and US$13.50 per ADS. Crawford also purchased from IGC Sellers 100% of the ownership interests in Holdco 1 and Holdco 2, which together hold 6,187,197 Class B Common Shares, at a price equivalent to US$7.25 per Class B Common Share, for a total purchase price of $52,317,757.50. Crawford agreed to pay additional consideration to the IGC Sellers under certain circumstances, including if Crawford or other members of the Consortium pay or offer to pay a higher price to a holder of the Issuer’s Class A Common Shares or ADSs during a specified period (a “Top Up Right”) and/or if certain matters in dispute under the IRA (as defined below) are resolved unfavorably to Crawford (in which case the price payable per share would increase by US$0.50 and the price payable per ADS would increase by US$1.00) (the “IRA Dispute Contingent Consideration”).

The source of the funds for the IGC ROFO Purchase was Crawford’s funds available for investment.

The description of the IGC ROFO Purchase set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

Subject to the negotiation and execution of a definitive agreement, in connection with the GS ROFO Purchase Crawford anticipates that it will pay US$7.25 per Class B Common Share, or approximately US$32.3 million, to acquire an aggregate of 4,448,713 Class B Common Shares, subject to a Top Up Right and IRA Dispute Contingent Consideration.

The source of the funds for the GS ROFO Purchase will be Crawford’s funds available for investment.

The description of the GS ROFO Purchase set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

The information disclosed in this Item 3 is qualified in its entirety by reference to the IGC Notice, IGC Acceptance, IGC Purchase Agreement, GS Notice and GS Acceptance (as such terms are defined below), copies of which are referenced or attached hereto, and which are incorporated herein by reference in their entirety.

ITEM 4.

PURPOSE OF TRANSACTION

On November 26, 2017, Goliath Advisors Limited submitted a preliminary, non-binding proposal to the Board of Directors of the Issuer (the “Company Board”) pursuant to which it proposed to acquire all of the outstanding common shares of the Issuer (the “Common Shares”) (including Common Shares represented by American depositary shares (“ADSs”)) for US$13.35 in cash per ADS or US$6.675 in cash per Common Share (the “November 2017 Proposal”). The Company Board formed a special committee (the “Special Committee”) to exclusively evaluate and, if appropriate, negotiate on behalf of the Company, the November 2017 Proposal and any alternative transactions.

The November 2017 Proposal was superseded January 1, 2018 by a preliminary, non-binding proposal by MBK Partners HK Limited and Ray RuiPing Zhang, the Chairman and Chief Executive Officer of the Issuer, to acquire all of the outstanding shares of the Issuer for the same price as the November 2017 Proposal (the “January 2018 Proposal”).

CUSIP No. 26853A100

Crawford and the Issuer entered into a Non-Disclosure Agreement dated February 22, 2018 pursuant to which Crawford commenced due diligence and discussions with respect to its potential participation in a buying consortium comprised of (i) Fastforward Company Ltd (“MBKP SPV”), an affiliate of MBK Partners Fund IV, L.P., (ii) BPEA Teamsport Limited (“Baring SPV”), and (iii) Mr. Zhang (MBKP SPV, Baring SPV and Mr. Zhang together the “Consortium” and each a “Consortium Member”).

On February 23, 2018, the Consortium entered into a consortium term sheet (the “Consortium Term Sheet”) setting forth non-binding, indicative terms regarding the Consortium and the proposed transaction, except for certain terms that are legally binding among the Consortium Members. Pursuant to the legally binding terms of the Consortium Term Sheet, among other things, MBKP SPV and Mr. Zhang agreed to work exclusively with each other in good faith in pursuit of the proposed transaction until April 1, 2018 (subject to any extension pursuant to the Consortium Term Sheet). The Consortium Term Sheet contemplates Mr. Zhang and certain of his affiliates contributing their Common Shares to an acquisition entity to be created by the Consortium for purposes of the proposed transaction, in exchange for equity interests in such acquisition entity, and MBKP SPV and Baring SPV, and/or one or more of their respective affiliates, making cash contributions to such acquisition entity, in exchange for equity interests in such acquisition entity.

On February 23, 2018, Baring SPV entered into a Securities Purchase Agreement (the “SPA”) with Tiger Global Mauritius Fund, a Mauritius company limited by shares, for the purchase of 5,264,080 ADSs (the “Subject ADSs”), representing 10,528,160 Class A Shares, as more fully described in its Schedule 13D filed March 5, 2018, as amended by Amendment No. 1 filed April 9, 2018 and Amendment No. 2 filed April 16, 2018. The closing of the transaction contemplated by the SPA occurred on April 13, 2018. The aggregate purchase price for all Subject ADSs was approximately $64.7 million, after adjustment as provided in the SPA.

On April 3, 2018 the Consortium submitted to the Special Committee a final proposal to the Issuer (the “April 2018 Proposal”) pursuant to which they proposed to acquire all of the Common Shares (including Common Shares represented by ADSs) for US$13.50 in cash per ADS or US$6.75 in cash per Common Share. The April 2018 Proposal superseded the January 2018 Proposal.

On April 6, 2018, Crawford joined with the Consortium.

On April 6, 2018, the Company Board, acting upon the unanimous recommendation of the Special Committee of the Company Board, approved the Issuer to enter into an Agreement and the Plan of Merger (the “Merger Agreement”) by and 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 the Issuer pursuant to which Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. The transactions contemplated by the Merger Agreement, including the Merger, are referred to herein as the “Transactions.” For a detailed description of the Transactions, see the Third Amendment to Schedule 13E-3 filed by the Consortium on July 3, 2018, including the exhibits thereto.

As a condition to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, concurrently with the execution and delivery of the Merger Agreement, the following additional agreements were executed and delivered by Crawford and the other parties named therein:

•

An Interim Investors Agreement (the “Interim Investors Agreement”) among MBK Partners Fund IV, L.P. (“MBKP”), The Baring Asia Private Equity Fund VI, L.P.1 and certain of its affiliates (collectively, the “Baring Funds”), Crawford, RedStone Capital Management (Cayman) Limited, a Cayman Islands exempted company (“Redstone” and, together with MBKP, each Baring Fund, Crawford and any new sponsor, the “Sponsors”), Baring SPV, L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), Dongfeng Asset Management Co. Ltd. (“Dongfeng” and, together with Crawford, Horizon, Baring SPV and any new rollover shareholder, the “Rollover Shareholders,” and the Rollover Shareholders and the Sponsors, the “Investors”), Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Midco”), Parent and Merger Sub pursuant to which the parties agreed to certain terms and conditions governing the actions of Holdco, Midco, Parent and Merger Sub and the relationship among the Investors with respect to the Transactions.

CUSIP No. 26853A100

•

A Contribution and Support Agreement (the “Contribution and Support Agreement”) among Horizon, Baring SPV, Crawford, Dongfeng, Holdco, Midco and Parent pursuant to which each Rollover Shareholder, including Crawford, agreed subject to the terms and conditions set forth therein and among other obligations and conditions, (a) to the contribution of all of his or its Shares to Holdco in exchange for newly issued ordinary shares of Holdco immediately prior to the closing of the Merger (the “Closing”) in accordance with the terms thereof, and (b) to vote all of his or its Securities (as defined in the Contribution and Support Agreement) in favor of approval of the Merger Agreement, the Merger and the Transactions, upon the terms and conditions set forth therein.

•

A letter agreement in favor of Parent (the “Equity Commitment Letter”), pursuant to which Crawford agreed, subject to the terms and conditions set forth therein, to make a direct or indirect equity investment in Parent immediately prior to the Closing.

•

A limited guarantee (the “Limited Guarantee”) executed by Crawford in favor of the Issuer with respect to certain obligations of Parent under the Merger Agreement.

If the Merger is consummated, the ADSs will no longer be traded on the New York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Exchange Act of 1934, as amended, will be terminated.

Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. (the “IGC Sellers”) delivered to Crawford, among others, a First Offer Notice dated April 23, 2018 (the “IGC Notice”) stating that the IGC Sellers proposed to sell all of their shares in the Issuer, consisting of 37,501 Class A Common Shares, 533,885 ADSs and 6,187,197 Class B Common Shares (the “IGC Subject Shares”), to a third party in a private sale for cash consideration, pursuant to the IRA (as defined below), and offering Crawford the opportunity to purchase such shares, or a pro rata portion of such shares, in accordance with the IRA, on the terms set forth in the IGC Notice. Crawford notified the IGC Sellers that it was accepting the offer by delivering a First ROFO Acceptance Notice (the “IGC Acceptance”) in compliance with the terms of the IGC Notice and the IRA. The IGC Sellers advised Crawford that Ctrip Investment Holdings Ltd., or its affiliate (“Ctrip”), also exercised its rights under the IRA to purchase shares pursuant to the IGC Notice. On May 22, 2018, the Issuer notified the IGC Sellers that Ctrip was a Company Non-Global Competitor and Company Competitor (as defined in the IRA), and accordingly, any transfer of IGC Subject Shares to Ctrip would require the approval of Crawford. Also on May 22, 2018, Crawford notified the IGC Sellers that it had not consented to, or waived its refusal rights with respect to, the sale of any of the IGC Subject Shares to Ctrip and did not intend to do so. Ctrip informed the IGC Sellers and the Issuer that it disputed its designation as a Company Non-Global Competitor and Company Competitor, and claimed that it maintained its rights to acquire its pro rata portion of the IGC Subject Shares under the IRA. On July 3, 2018, the Company Board formed an independent committee to determine, among other things, if Ctrip was a Company Non-Global Competitor and Company Competitor.

Despite the pending dispute among the Company, Crawford and Ctrip, the IGC Sellers elected to proceed with a sale of all of the IGC Subject Shares to Crawford, but requested that Crawford indemnify the IGC Sellers against certain claims that may arise out of the dispute. In connection with Crawford’s agreement to purchase all of the IGC Subject Shares and provide such indemnification to the IGC Sellers under the IGC Purchase Agreement (as defined below), and in view of the fact that Crawford was relying upon the position taken by the Company in the dispute with Ctrip, the Company and Crawford entered into an Indemnification Agreement dated as of August 9, 2018 (the “Indemnification Agreement”) pursuant to which the Company agreed to indemnify Crawford in regard to certain losses that it may suffer under the IGC Purchase Agreement, subject to a potential maximum recovery amount for indemnifiable losses thereunder of US$15,000,000, which limit will be increased if permitted under the terms of the Company’s debt instruments.

On August 9, 2018, Crawford entered into a Secondary Stock Purchase Agreement (the “IGC Purchase Agreement”) with the IGC Sellers and the other parties thereto, pursuant to which Crawford purchased all of the IGC Subject Shares (the “IGC ROFO Purchase”). The purchase price was US$6.75 per Class A Common Share, US$13.50 per ADS and US$7.25 per Class B Common Share, for an aggregate purchase price of $52,317,757.50, subject to possible increase pursuant to the Top Up Right and IRA Dispute Contingent Consideration. The sale of the Class B Common Shares was structured as an indirect sale of the capital stock of two wholly-owned subsidiaries of the IGC Sellers, which allowed the transfer of the Class B Common Shares without a conversion to Class A Common Shares.

GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (the “GS Sellers”) delivered to Crawford, among others, a First Offer Notice dated April 25, 2017 (the “GS Notice”) stating that the GS Sellers proposed to sell all of their shares in the Issuer, consisting of 9,081,665 Class B Common Shares (the “GS Subject Shares”), in a single cash sale, pursuant to the IRA, and offering Crawford the opportunity to purchase such shares, or a pro rata

CUSIP No. 26853A100

portion of such shares, in accordance with the terms set forth in the GS Notice. Crawford notified the GS Sellers that it was accepting the offer by delivering a First ROFO Acceptance Notice (the “GS Acceptance”) in compliance with the terms of the GS Notice and the IRA. Accordingly, subject to the negotiation and execution of a stock purchase agreement which Crawford anticipates will contain terms substantially similar to the ICG Purchase Agreement, Crawford expects to purchase the GS Subject Shares on the terms set forth in the GS Notice and the IRA (the “GS ROFO Purchase”), which such shares represent a pro rata portion of the total shares held by the GC Sellers. The GS Sellers advised Crawford that Ctrip also exercised its rights under the IRA to purchase shares pursuant to the GS Notice. On May 22, 2018, the Issuer notified the GS Sellers that Ctrip was a Company Non-Global Competitor and Company Competitor, and accordingly, any transfer of GS Subject Shares to Ctrip would require the approval of Crawford. Also on May 22, 2018, Crawford notified the GS Sellers that it had not consented to, or waived its refusal rights with respect to, the sale of any of the GS Subject Shares to Ctrip and did not intend to do so. Ctrip informed the GS Sellers and the Issuer that it disputed its designation as a Company Non-Global Competitor and Company Competitor, and claimed that it maintained its rights to acquire its pro rata portion of the GS Subject Shares under the IRA.

Crawford has expressed a willingness to purchase all of the GS Subject Shares from the GS Sellers. However, as of the date of this filing, no definitive agreement with respect to the GS ROFO Purchase has been executed and no assurance can be made that the GS ROFO Purchase of all or pro rata portion of the GS Subject Shares will be consummated.

The GS Sellers may elect to proceed with a sale to Crawford of a pro rata portion of the GS Subject Shares and to retain the remaining GS Subject Shares pending resolution of the dispute with Ctrip. In that event, subject to the negotiation and execution of a definitive agreement, the purchase price will be US$7.25 per GS Subject Share, for an aggregate purchase price of approximately $32.3 million, subject to a Top Up Right and IRA Dispute Contingent Consideration. Additionally, any sale of the GS Subject Shares to Crawford is expected to be implemented as an indirect sale of the capital stock of one or more affiliates of the GS Sellers, which will allow the transfer of the Class B Common Shares without a conversion to Class A Common Shares.

The Reporting Persons reserve the right to change their plans and intentions in connection with any of the actions discussed in this Item 4 and may, from time to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.

Consummation of the Transactions and/or the GS ROFO Purchase could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in a merger) to consist solely of persons to be designated by the Consortium, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

Upon consummation of the Transactions, the Series D Share Purchase Agreement, dated March 26, 2012, among the Issuer and certain of its shareholders, including Crawford, and the Third Amended and Restated Investors’ Rights Agreement, dated December 11, 2013 (the “IRA”), among the Issuer and certain of its shareholders, including Crawford, would terminate.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the agreements referenced above, copies of which are referenced or attached hereto, and which are incorporated herein by reference in their entirety.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a)-(b)

Crawford is the record holder of 18,694,003 Class B Common Shares, 37,501 Class A Common Shares and 1,067,770 Class A Common Shares represented by ADSs. Holdco 1, a wholly-owned subsidiary of Crawford, is the record holder of 3,030,839 Class B Common Shares. Holdco 2, a wholly-owned subsidiary of Crawford, is the record holder of 3,156,358 Class B Common Shares. Additionally, the Reporting Persons may be deemed to beneficially own 4,448,713 Class B Common pursuant to the terms of the GS ROFO Purchase, which together with the shares held of record by Crawford and its subsidiaries, represent approximately 29.4% of the outstanding Class A Common Shares.¹¹ The Class B Common Shares are convertible at any time into Class A Common Shares on a share-for-share basis. The voting and investment power over the shares covered by this Schedule 13D/A is shared by the Reporting Persons.

¹¹

Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 of the cover pages by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated in the Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 29,329,913). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 29,329,913 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.

CUSIP No. 26853A100

The Reporting Persons may be deemed to be a “group” with the other Rollover Shareholders and their respective affiliates pursuant to Section 13(d) of the Act as a result of their actions in respect of the Transactions. However, the Reporting Persons expressly disclaim beneficial ownership for all purposes of the Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by the Rollover Shareholders, other than the shares held of record by Crawford and its subsidiaries which are the subject of this Schedule 13D/A filing. The Reporting Persons are only responsible for the information contained in this Schedule 13D/A and assume no responsibility for information contained in any other Schedule 13D (or any amendment thereto) filed by any other Rollover Shareholder or any of its affiliates.

(c)

None.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to the Series D Share Purchase Agreement, dated March 26, 2012, among the Issuer and certain of its shareholders, including Crawford, the parties agreed to certain non-compete obligations and agreed to take, or refrain from taking, certain actions that could result in competition with the other party. These obligations terminate upon the occurrence of either (1) Crawford holding less than 5% of the Issuer’s securities or (2) Crawford no longer having any representative, either a director or an observer, on the Issuer’s Board of Directors. Additionally, upon consummation of the Transactions, the Series D Share Purchase Agreement would terminate.

Pursuant to the IRA, the parties to the Investors’ Rights Agreement have certain registration rights, approval rights with respect to transfers of the Issuer’s securities, are subject to transfer restrictions, rights of first refusal, rights of first offer, and certain other specified rights and restrictions with respect to the Issuer’s securities and the other shareholders. Additionally, upon consummation of the Transactions, the Investors’ Rights Agreement would terminate.

Pursuant to the Interim Investors Agreement, the parties thereto agreed to certain terms and conditions governing the management and actions of Holdco, Midco, Parent and Merger Sub, as well as the relationship among the Investors and their obligations with respect to the Merger and the other Transactions.

Pursuant to the Contribution and Support Agreement, Crawford agreed, among other things, to contribute its Common Shares to Holdco in exchange for equity in Holdco immediately prior to the Closing, in accordance with the terms thereof, and to vote all its Common Shares in favor of approval of the Merger Agreement, the Merger and the Transactions, subject to the terms and conditions thereof.

Pursuant to the Equity Commitment Letter, Crawford agreed, among other things, to make a direct or indirect equity investment in Parent immediately prior to the Closing, subject to the terms and conditions set forth therein.

Pursuant to the Limited Guarantee, Crawford guaranteed certain obligations of Parent to the Issuer in connection with the Merger and the other Transactions.

Pursuant to the IGC Notice, IGC Acceptance and IGC Purchase Agreement, Crawford purchased the IGC Subject Shares from the IGC Sellers for a purchase price of US$6.75 per Class A Common Share, US$13.50 per ADS and US$7.25 per Class B Common Share, subject to possible increase pursuant to a Top Up Right and IRA Dispute Contingent Consideration. Pursuant to the Indemnification Agreement, Crawford has certain rights of indemnification from the Company to support its indemnification obligations to the IGC Sellers under the IGC Purchase Agreement.

CUSIP No. 26853A100

Pursuant to the GS Notice and GS Acceptance, Crawford agreed to purchase its pro rata portion of the GS Subject Shares from the GS Sellers for a purchase price of US$7.25 per Class B Common Share, subject to a Top Up Right.

The foregoing descriptions of the agreements named above do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the agreements, which are incorporated herein as exhibits hereto.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS


Exhibit 99.1		Joint Filing Agreement dated December 1, 2014 (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on December 1, 2014)

Exhibit 99.2		Share Purchase Agreement for the Issuance of Series D Preferred Shares dated March 26, 2012 among the Issuer, its shareholders and certain other parties thereto and its amendments (incorporated herein by reference to Exhibit 4.6 to the Form F-1 filed by the Issuer on October 3, 2014)

Exhibit 99.3		Third Amended and Restated Investors’ Rights Agreement dated December 11, 2013 among the Issuer and its shareholders (incorporated herein by reference to Exhibit 4.4 to the Form F-1 filed by the Issuer on October 3, 2014)

Exhibit 99.4		Interim Investors Agreement dated April 6, 2018 among Crawford, the other Investors, Holdco, Midco, Parent and Merger Sub (incorporated herein by reference to Exhibit 99.4 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018)

Exhibit 99.5		Contribution and Support Agreement dated April 6, 2018 among Crawford, the other Rollover Shareholders, Holdco, Midco and Parent (incorporated herein by reference to Exhibit 99.5 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018)

Exhibit 99.6		Equity Commitment Letter dated April 6, 2018 between Crawford and Holdco (incorporated herein by reference to Exhibit 99.6 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018)

Exhibit 99.7		Limited Guarantee dated April 6, 2018 by Crawford in favor of the Issuer (incorporated herein by reference to Exhibit 99.7 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018)

Exhibit 99.8		Notice of Proposed Sale of Shares of the Issuer dated April 23, 2018 from the IGC Sellers to Crawford (incorporated herein by reference to Exhibit 99.8 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons on May 7, 2018)

Exhibit 99.9		First ROFO Acceptance Notice dated May 2, 2018 from Crawford to IGC Sellers (incorporated herein by reference to Exhibit 99.9 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons on May 7, 2018)

Exhibit 99.10		First Offer Notice dated April 25, 2018 from the GS Sellers to Crawford (incorporated herein by reference to Exhibit 99.10 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons on May 7, 2018)

Exhibit 99.11		First ROFO Acceptance Notice dated May 3, 2018 from Crawford to GS Sellers (incorporated herein by reference to Exhibit 99.11 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons on May 7, 2018)

Exhibit 99.12 Exhibit 99.13		Secondary Stock Purchase Agreement dated August 9, 2018 by and among Crawford and the IGC Sellers* Indemnification Agreement dated August 9, 2018 between Crawford and the Company*

*	Filed herewith.

CUSIP No. 26853A100

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 13, 2018


JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99

By		/s/ Carolyn Kindle Betz
Name:		Carolyn Kindle Betz
Title:		Voting Trustee

By		/s/ Jo Ann T. Kindle
Name:		Jo Ann T. Kindle
Title:		Voting Trustee

By		/s/ Andrew C. Taylor
Name:		Andrew C. Taylor
Title:		Voting Trustee

By:		/s/ Christine B. Taylor
Name:		Christine B. Taylor
Title:		Voting Trustee

ANDREW C. TAYLOR

/s/ Andrew C. Taylor

JO ANN T. KINDLE

/s/ Jo Ann T. Kindle

CHRISTINE B. TAYLOR

/s/ Christine B. Taylor

CAROLYN KINDLE BETZ

/s/ Carolyn Kindle Betz

EX-99.12 2 d604329dex9912.htm EX-99.12 EX-99.12

Exhibit 99.12

SECONDARY STOCK PURCHASE AGREEMENT

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”).

WHEREAS, as of the Effective Date, Seller owns 37,501 Class A Common Shares (“Class A Shares”) and 533,885 American Depository Shares each representing two Class A Common Shares (“ADS”) in eHi Car Services Limited, a limited liability company organized under the laws of the Cayman Islands (the “Company”);

WHEREAS, as of the Effective Date, Seller owns all of the outstanding membership interests in Holdco 1 and Holdco 2 (collectively, the “Holdco Interests”), which in turn own 3,030,839 Class B Common Shares and 3,156,358 Class B Common Shares in the Company respectively (the aggregate 6,187,197 Class B Common Shares being referred to as the “Class B Shares” and collectively with the Class A Shares and ADS, the “Shares” and collectively, the Shares with the Holdco Interests, the “Purchased Shares”);

WHEREAS, on April 23, 2018, Seller delivered notice to Purchaser, to Ctrip Investment Holding Ltd. (“Ctrip”) and the Company (the “Offer Notice”) pursuant to Section 3.7 of that certain Third Amended and Restated Investors Rights Agreement dated as of December 11, 2013 by and between the Company, Mr. Ruiping Zhang and the Investors defined therein (the “Rights Agreement”) of its intention to sell the Shares on the terms and conditions set forth in the Offer Notice and offering to each of Purchaser and Ctrip the prior right to acquire the Shares on such terms and conditions in accordance with the terms of the Rights Agreement;

WHEREAS, on May 2, 2018, Purchaser provided its notice (“Acceptance Notice”) in accordance with the Rights Agreement accepting Seller’s offer to acquire the Shares pursuant to the terms and conditions set forth in the Offer Notice;

WHEREAS, Seller has advised Purchaser that Ctrip, on May 3, 2018, also provided its notice in accordance with the Rights Agreement accepting Seller’s offer to acquire the Shares pursuant to the terms and conditions set forth in the Offer Notice;

WHEREAS, Seller and Purchaser subsequently agreed to modify the terms of the purchase and sale of the Shares to (a) reflect the sale of the Holdco Interests and the related indirect sale of the Class B Shares; and (b) adjust the purchase price for the Class B Shares; and

WHEREAS, on May 22, 2018, the Company provided notice to Seller that Ctrip had become a Company Non-Global Competitor and Company Competitor (each as defined in the Rights Agreement) and, accordingly, under Section 3.1(c) of the Rights Agreement, the direct or indirect transfer of the Shares by Seller to Ctrip would require Purchaser’s written approval;

WHEREAS, also on May 22, 2018, Purchaser provided notice to Seller that it had not consented to, or waived its refusal rights with respect to, the proposed sale of any of the Shares to Ctrip and does not intend to do so and instead Purchaser’s Acceptance Notice related to all the Shares offered by Seller in its Offer Notice on the terms set forth herein;

WHEREAS, prior to the date hereof, Ctrip has communicated to Seller and the Company that they dispute the assertion by the Company that they are a Non-Global Competitor and Company Competitor and retain their rights to acquire their pro rata portion of the Purchased Shares pursuant to Section 3.7 of the Rights Agreement (the “Ctrip Disputed Matter”);

WHEREAS, in further response to the Ctrip Disputed Matter, by letter dated July 27, 2018, Ctrip’s counsel, on behalf of Ctrip: (1) advised Seller that Ctrip had notified the Company and Seller of Ctrip’s nomination of Purchaser as a Ctrip Competitor pursuant to the Rights Agreement and as a result Ctrip claimed a right of first refusal to acquire any Shares proposed to be sold by Seller to Purchaser, pursuant to Section 3.3 of the Rights Agreement; and (2) requested that Seller notify Ctrip of Seller’s intention to sell Shares pursuant to such Section (the “Ctrip Competitor ROFR Claim”);

WHEREAS, thereafter, Purchaser advised Seller of Purchaser’s position with respect to the Ctrip Competitor ROFR Claim, that: (1) Ctrip’s purported nomination of Purchaser as a Ctrip Competitor was invalid under the Rights Agreement and, accordingly, Ctrip has no right of first refusal to acquire any Shares proposed to be sold by Seller to Purchaser hereunder; and (2) Seller has no obligation to notify Ctrip of its intention to sell Shares as requested by Ctrip;

WHEREAS, as of the date hereof, the Ctrip Disputed Matter has not been resolved and the Ctrip Competitor ROFR Claim also remains in dispute and, notwithstanding Ctrip’s request, Seller has not notified Ctrip of Seller’s intention to sell Shares pursuant to this Agreement; and

WHEREAS, Seller and Purchaser therefore desire to enter into this Agreement to set forth the terms of sale and purchase of the Purchased Shares.

Now, therefore, the parties hereby agree as follows:

1. SALE AND PURCHASE OF THE PURCHASED SHARES.

1.1 Purchase Price and Allocation of Shares. On the Closing and subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller (a) the Class A Shares for a per share purchase price of Six Dollars and Seventy-Five Cents ($6.75) (the “Class A Purchase Price”), or in the aggregate, Two Hundred Fifty-Three Thousand One Hundred Thirty-One Dollars and Seventy-Five Cents ($253,131.75), (b) the ADSs for a purchase price per ADS of Thirteen Dollars and Fifty Cents ($13.50) (the “ADS Purchase Price”), or in the aggregate, Seven Million Two Hundred Seven Thousand Four Hundred Forty-Seven Dollars and Fifty Cents ($7,207,447.50), and (c) all of the outstanding Holdco Interests for a purchase price of Forty-Four Million Eight Hundred Fifty-Seven Thousand One Hundred Seventy-Eight Dollars and Twenty-Five Cents ($44,857,178.25) (to be apportioned Twenty-One Million, Nine Hundred Seventy-Three Thousand Five Hundred Eighty-Two Dollars and Seventy-Five Cents ($21,973,582.75) for the outstanding interests in Holdco 1 and Twenty-Two Million Eight Hundred Eighty-Three Thousand Five Hundred Ninety-Five Dollars and Fifty Cents ($22,883,595.50) for the outstanding interests in Holdco 2, which amount represents Seven Dollars and Twenty-Five Cents ($7.25) for each Class B Share held by the Holdcos (the “Class B Purchase Price”), resulting in an aggregate purchase price to be paid by Purchaser of Fifty Two Million Three Hundred Seventeen Thousand Seven Hundred Fifty-Seven Dollars and Fifty Cents ($52,317,757.50) (the “Purchase Price”). The Purchase Price shall be paid in United States Dollars.

1.2 Purchase Price Adjustment. Notwithstanding Section 1.1, the Class B Purchase Price is subject to adjustment if there is a either a direct or indirect sale by Purchaser of Class B Shares, during the period (the “Adjustment Period”) from the Effective Date until the later of (a) the date that is eighteen (18) months after the Effective Date, (b) the completion of a Transaction (as defined below), or

(c) the withdrawal and/or termination of all of the Transaction proposals (including the termination of any of the consortium agreements relating to a Transaction), then:

(i) if a price (net of all bank charges and fees and all applicable stamp duty, stamp duty reserve tax or other documentary, transfer or registration duties or taxes) higher than the Class B Purchase Price has been offered or paid since January 2, 2018, or is subsequently offered or paid, by Purchaser (or a consortium of which Purchaser is a member, becomes a member, or is affiliated with (a “Purchaser Consortium”)) pursuant to a Transaction (as defined below) to any holder of the outstanding common shares or ADS of the Company either via a direct or indirect sale, the Class B Purchase Price shall be retroactively adjusted to the highest price per common share (or the equivalent price per ADS) offered or paid by Purchaser (or a Purchaser Consortium, as applicable); provided, however, this Section 1.2(i) shall not apply to any amount paid to a holder of common shares or ADSs that exercises dissenters’ rights of appraisal pursuant to section 238 of the Companies Law (2016 Revision) of the Cayman Islands, whether pursuant to a final judgment or in settlement of such proceedings; or

(ii) if Purchaser subsequently sells, directly or indirectly, any Class B Shares at a price (net of all bank charges and fees and all applicable stamp duty, stamp duty reserve tax or other documentary, transfer or registration duties or taxes) higher than the Class B Purchase Price to one or more members of a consortium that at any time during the Adjustment Period, has submitted a proposal to the board of directors of the Company for a Transaction, the Class B Purchase Price shall be retroactively adjusted to reflect the highest price per Class B Share paid to Purchaser.

In addition to the foregoing, if during the Ctrip Adjustment Period (as defined below), a court or arbitral tribunal of competent jurisdiction holds in a final, non-appealable judgment that Ctrip, as of the date hereof, is not a Non-Global Competitor or a Company Competitor, the Class A Purchase Price for 19,131 Class A Shares held by the Seller and the Class B Purchase Price for all of the 3,156,358 Class B Shares held by Holdco 2, shall be retroactively adjusted to equal Seven Dollars and Seventy-Five Cents ($7.75) and the ADS Purchase Price for 272,358 ADS held by Seller shall be retroactively adjusted to equal Fifteen Dollars and Fifty Cents ($15.50) (collectively, the “Ctrip Adjustment”). For avoidance of doubt, except as expressly provided in the preceding sentence, the retroactive purchase price adjustments shall not apply to any other Class A Shares or ADS’s being sold hereunder or to the Holdco 1 membership interests or any Class B Shares held by Holdco 1. As used herein, the term “Ctrip Adjustment Period” means the period beginning on the Effective Date and ending on the earlier to occur of: (i) December 31, 2019, and (ii) the date that a court or arbitral tribunal of competent jurisdiction holds in a final, non-appealable judgment that Ctrip, as of the date hereof, is a Non-Global Competitor or a Company Competitor.

In the event that an additional payment is required pursuant to clause (i) or (ii) above or the Ctrip Adjustment, Purchaser shall be obligated to pay the difference in cash within three business days of the date on which such higher price becomes payable. For the avoidance of doubt, no additional payment shall be required pursuant to clause (i) or (ii) solely as a result of any agreed upon valuation of Rollover Shares as among members of the Teamsport Consortium as contemplated by the Schedule 13E-3, Amendment No. 1, filed April 26, 2018 by Purchaser and the other filing persons named therein, as the same may be amended (the “Schedule 13E-3”). “Rollover Shares” shall have the meaning set forth in such Schedule 13E-3.

For the purposes of this Agreement a “Transaction” shall mean the proposals submitted, as of the Effective Date, to the board of directors of the Company for an acquisition transaction pursuant to which the Company’s securities would be delisted from the New York Stock Exchange (“NYSE”) and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. CLOSING.

2.1 Closing. The closing of the transactions contemplated by Section 1 of this Agreement (the “Closing”) shall take place on the date hereof.

2.2 Deliveries by Seller.

(i) In connection with the sale of the Class A Shares, Seller agrees to take the following actions:

(a) on the date of Closing, initiate delivery to the Company of any stock certificates evidencing the Class A Shares, if in Seller’s possession (or if such certificates have been lost, stolen or destroyed, an affidavit and indemnity in a form acceptable to the Company), for cancelation and reissuance to Purchaser;

(b) at the Closing, deliver to Purchaser and the Company a duly authorized and executed Seller’s Instrument of Transfer, in substantially the form attached hereto as Exhibit A, to reflect the transfer of the Class A Shares; and

(c) promptly following Seller’s receipt thereof, deliver to Purchaser a certified true copy of the register of members of the Company, dated on or after the date of Closing, evidencing the ownership by Purchaser of the Class A Shares.

(ii) In connection with the sale of the Holdco Interests, Seller agrees to take the following actions:

(a) at the Closing, deliver to Purchaser all corporate records of the Holdcos, including the Operating Agreements of Holdco 1 and Holdco 2, and any amendment thereto as then in effect;

(b) at the Closing, deliver to Purchaser the resignation of each director, manager and officer of Holdco 1 and Holdco 2 (if any) effective upon the Closing;

(c) at the Closing, deliver to Purchaser an assignment of interest authorized and executed by Seller to reflect the transfer of all rights and interests in the Holdco Interests;

(d) promptly following Seller’s receipt thereof, deliver to Purchaser any stock certificates evidencing the Class B Shares in the name of Holdco 1 or Holdco 2; and

(e) promptly following Seller’s receipt thereof, deliver to Purchaser a certified true copy of the register of members of the Company, dated on or after the date of the Closing, evidencing the ownership by Holdco 1 and Holdco 2 of the Class B Shares.

(iii) In connection with the sale of the ADSs, Seller agrees, on the date of Closing, to cause its broker or custodian and/or the depository, as applicable, to transfer the ADSs by book entry to a brokerage account for the benefit of Purchaser pursuant to written instructions delivered by Purchaser at least three business days prior to the Closing.

The parties hereby acknowledge that the delivery of each item listed in this Section 2.2 is conditioned upon the substantially contemporaneous satisfaction of Purchaser’s obligation to deliver each item listed in Section 2.3.

2.3 Deliveries by Purchaser. Purchaser agrees, at the Closing, to deliver to Seller the Purchase Price payable in cash in accordance with wire instructions delivered by Seller at least three business days prior to the Closing. The parties hereby acknowledge that the payment of the Purchase Price by Purchaser is conditioned upon the substantially contemporaneous satisfaction of Seller’s obligation to deliver each item listed in Section 2.2.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to Seller and Holdco as of the Effective Date and as of the Closing the following:

3.1 Purchase for Own Account for Investment. With the exception of the transactions contemplated by the Schedule 13E-3, (a) Purchaser is purchasing the Purchased Shares for Purchaser’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), and (b) Purchaser has no present intention of selling or otherwise disposing of all or any of the Purchased Shares and no one other than Purchaser has any beneficial ownership of any of the Purchased Shares. Purchaser was not formed for the specific purpose of acquiring the Purchased Shares.

3.2 Accredited Investor. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.

3.3 Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to acquire the Purchased Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such matters.

3.4 Purchaser’s Qualifications. Purchaser has a preexisting investment, commercial or business relationship with the Company of a nature and duration sufficient to make Purchaser aware of the character, business acumen and general business and financial circumstances of the Company and its operations. Purchaser has such knowledge and experience in financial and business matters that Purchaser, is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect Purchaser’s own interests in connection with this transaction, and is financially capable of bearing a total loss of the Purchase Price paid for the Purchased Shares.

3.5 Compliance with Securities Laws. Purchaser understands and acknowledges that, in reliance upon the representations and warranties made by Purchaser herein, the offer and sale of the Purchased Shares are not being registered with the Securities and Exchange Commission (“SEC”) under the 1933 Act, but instead are being made under an exemption or exemptions from the registration requirements of the 1933 Act or other applicable securities laws (including non-United States securities laws), which impose certain restrictions on Purchaser’s ability to transfer the Purchased Shares. Purchaser understands that Purchaser may not transfer the Purchased Shares unless such shares are registered under the 1933 Act or qualified under other applicable securities laws (including non-United States securities laws) or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available.

3.6 No Conflicts. The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to Purchaser, (b) require any consent, approval or authorization of, or declaration, filing or

registration with, any person or entity, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, violation, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which Purchaser is a party or by which it is bound or to which any assets of Purchaser are subject, (d) conflict with Purchaser’s organization documents, or (e) result in the creation of any lien or encumbrance upon the assets of Purchaser, or upon the Purchased Shares or other securities of the Company, except such as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under or consummate the transactions contemplated by this Agreement.

3.7 Sophisticated Purchaser. Purchaser (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Purchased Shares, and (c) has independently and without reliance upon Seller, and based on such information and the advice of such advisors as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. Purchaser acknowledges that neither Seller nor any affiliates of Seller is acting as a fiduciary or financial or investment adviser to Purchaser, and has not given Purchaser any investment advice, opinion or other information on whether the purchase of the Holdco Interests and Shares is prudent. Purchaser acknowledges and understands that the Shares may decrease in value after the date hereof and that Purchaser may suffer losses in value with respect to the Purchased Shares. Purchaser understands that Seller will rely on the accuracy and truth of the foregoing representations, and Purchaser hereby consents to such reliance.

3.8 Full Disclosure. Purchaser has made and conducted its own investigation, analysis and diligence with respect to the purchase of the Purchased Shares (without reliance on the Company) as it has deemed necessary in order to make its purchase decision, and it has made its own assessment and has satisfied itself concerning the relevant financial, tax, legal, and other considerations relevant to its purchase of the Purchased Shares. Purchaser further acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants and covenants to Purchaser as of Effective Date and the Closing the following:

4.1 Transfer for Own Account. Seller is selling the Purchased Shares for Seller’s own account only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the 1933 Act.

4.2 Title to Shares.

(a) Seller has good and valid title to the Class A Shares, ADS and Holdco Interests, free and clear of all liens, encumbrances or claims; and, upon delivery of the Class A Shares, ADS and Holdco Interests and payment therefor pursuant hereto, good and valid title to the Class A Shares, ADS and Holdco Interests free and clear of all liens, encumbrances or claims, will pass to Purchaser, except as otherwise set forth in the Rights Agreement and any possible claims relating to the Ctrip Disputed Matter, including the Ctrip Competitor ROFR Claim. Seller is the only “security entitlement” holder within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of the Class A Shares, the ADSs and Holdco Interests.

(b) Immediately prior to the Closing, Holdcos will have good and valid title to the respective Class B Shares to be indirectly sold by Seller hereunder, free and clear of all liens, encumbrances or claims; and, upon delivery of the Holdco Interests and payment therefor pursuant hereto,

Holdcos will continue to have good and valid title to such Class B Shares free and clear of all liens, encumbrances or claims, except as otherwise set forth in the Rights Agreement and any possible claims relating to the Ctrip Disputed Matter, including the Ctrip Competitor ROFR Claim. Each Holdco was formed for the sole purpose of holding the Class B Shares to be indirectly sold by Seller hereunder and owns no asset other than the Class B Shares and has no business or liabilities and is not party to any executory contract. Seller is the only “security entitlement” holder within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of the Class B Shares.

(c) Seller is the only equity holder of Holdco 1 and Holdco 2 and the ownership interests held by Seller in the Holdcos constitute 100% of the issued and outstanding equity interests of the Holdcos, and there is no outstanding option, warrant or other right to acquire any ownership interest in the Holdcos, whether or not presently exercisable. The Holdcos are the registered holder of all of the Class B Shares.

4.3 Authority. Subject to the requirements set forth in the Rights Agreement and any possible claims relating to the Ctrip Disputed Matter, including the Ctrip Competitor ROFR Claim, Seller and the Holdcos have full legal right, power and authority to enter into and perform their respective obligations under this Agreement. Seller and the Holdcos have been duly organized and each is validly existing in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be and all corporate or other entity actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. The person(s) executing and delivering this Agreement on behalf of Seller are duly authorized to do so. True and complete copies of the Certificates of Formation and Operating Agreements of the Holdcos, in each case as amended to date and currently in effect, are attached hereto as Exhibits B-1, B-2, C-1 and C-2, respectively.

4.4 No Conflicts. The execution, delivery and performance of this Agreement by Seller and the Holdcos, and the consummation of the transactions contemplated hereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to either Seller or the Holdcos, (b) result in a default (with or without the giving of notice or lapse of time, or both) under, violation, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which either Seller or a Holdco is a party or by which it is bound or to which any assets of Seller or a Holdco are subject, (c) conflict with Seller’s or a Holdco’s organization documents, or (d) result in the creation of any lien or encumbrance upon the assets of Seller or a Holdco, or upon the Purchased Shares.

4.5 Sophisticated Seller. Seller and the Holdcos (a) are sophisticated entities familiar with transactions similar to those contemplated by this Agreement, (b) have adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares, (c) have independently and without reliance upon Purchaser, and based on such information and the advice of such advisors as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement and understands that the Purchased Shares may have a current or future value greater than the amount paid for the Purchased Shares under this Agreement. Seller acknowledges that neither Purchaser nor any of its affiliates are acting as a fiduciary or financial or investment adviser to Seller, that neither Purchaser nor any of its affiliates have made any representations regarding the business, management, financial affairs or prospects of the Company or the fair market value of the Purchased Shares and that neither Purchaser nor any of its affiliates have given Seller any investment advice, opinion or other information on whether the sale of the Purchased Shares is prudent. Seller acknowledges and understands that the Purchased Shares may increase in value after the date hereof and that Seller shall not realize the upside potential with respect to the Purchased Shares. Seller understands that Purchaser will rely on the accuracy and truth of the foregoing representations, and Seller hereby consents to such reliance.

4.6 Full Disclosure. Seller has made and conducted its own investigation, analysis and diligence with respect to the sale of the Purchased Shares (without reliance on the Company) as it has deemed necessary in order to make its sale decision, and it has made its own assessment and has satisfied itself concerning the relevant financial, tax, legal, and other considerations relevant to its sale of the Purchased Shares. Seller further acknowledges that Seller has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement. Seller further represents that Seller has had an opportunity to ask questions and receive full answers from the Company concerning, among other things, its financial condition, its management, its prior activities and any other information which Seller considers relevant or appropriate in connection with entering into this Agreement.

4.7 Other Agreements in Relation to the Purchased Shares. Neither Seller nor the Holdcos are party to any other agreement, arrangement, or understanding with respect to the Purchased Shares, or any attributes of the Purchased Shares, including the ability to vote the Purchased Shares, with any other party other than with respect to the Offer Notice, this Agreement and the Rights Agreement.

5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

5.1 Legends. Unless otherwise agreed by the Company, Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Purchased Shares, together with any other legends that may be required by (a) state or federal securities laws, (b) the Company’s governing charter, or (c) any other agreement applicable to Purchaser:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

6. PURCHASER INDEMNIFICATION.

6.1 Indemnity. Purchaser shall defend, indemnify and hold harmless Seller and its Affiliates and Representatives (each such Person, an “Indemnified Person”) from, for and against any and all losses, damages, liabilities, deficiencies, Actions, awards, assessments, injunctions, judgments, settlements, penalties, costs and expenses (including outside attorneys’ fees, costs and other out-of-pocket expenses properly incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”) incurred by such Indemnified Person arising out of any Action brought by Ctrip or any of its Affiliates or by any other Person or Governmental Authority that relates in any way to the actual or proposed transfer of the Shares to Purchaser or to refusal to sell the Shares to Ctrip or any of its Affiliates or otherwise arises out of or relates in any way to the purchase and sale of Shares that is the subject matter of this Agreement. As used in this Section 6, the following terms have the following respective meanings:

(a) “Action” means any claim, counterclaim, allegation, complaint, audit, action, mediation, investigation, lawsuit, hearing, proceeding, litigation, or arbitration, in any jurisdiction, whether or not by or before any Governmental Authority.

(b) “Affiliate” means, with respect to any Person, any other Person, which directly or indirectly controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as a trustee or executor, or otherwise, and in any event shall be deemed to exist where one Person controls securities of such other Person representing at least a majority of the beneficial economic interest in such other Person or a majority of the outstanding voting power of the outstanding securities of such other Person or other interests that by their terms have the power to elect a majority of the board of directors (or comparable governing body) of such other Person.

(c) “Governmental Authority” means any nation, any state, any province or any municipal or other political subdivision thereof, and any government, any governmental entity, commission, board, regulatory or administrative authority, agency or similar body, any court, tribunal or judicial body, whether federal, state, county, local or foreign, and any taxing body or authority, and any instrumentality of any of the foregoing or any other entity, body or organization exercising governmental or quasi-governmental power or authority.

(d) “Person” means any individual, firm, company, corporation, unincorporated association, partnership, limited liability company, trust, syndicate, estate, joint venture or other entity, and shall include any successor (by merger or otherwise) of such entity.

(e) “Representative” means, with respect to any Person, any director, officer or employee of such Person, or any financial advisor, accountant, legal counsel, consultant or other authorized agent or representative retained by such Person.

6.2 Procedures for Indemnification.

(a) An Indemnified Person seeking indemnification under this Section 6 (the “Indemnified Party”) agrees to give prompt written notice (a “Claim Notice”) to Purchaser upon the assertion of any claim, or the commencement of any Action, in respect of which indemnity may be sought under Section 6.1 (a “Claim”) and will provide Purchaser such information with respect thereto that Purchaser may reasonably request. The failure to deliver a Claim Notice, however, shall not release Purchaser from any of its obligations under this Section 6 except to the extent any such failure materially prejudices the rights, claims or defenses of Purchaser.

(b) If Purchaser acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Claim, Purchaser shall have the right, upon written notice to the Indemnified Party within ten (10) days of receipt of a Claim Notice from the Indemnified Party in respect of such Claim, to assume the defense thereof at the expense of Purchaser with counsel selected by Purchaser and (subject to Section 6.2(c)) to settle such Claim. Purchaser shall also be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which Purchaser has failed to assume the defense thereof. If Purchaser does not expressly elect to assume the defense of such Claim within the time period and otherwise in accordance with this clause (b), the Indemnified Party shall have the sole right to assume the defense of such Claim with counsel of the Indemnified Party’s choosing but shall not be entitled to settle such Claim without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). If Purchaser assumes the defense of such Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by Purchaser or (ii) the named parties to the Claim (including any impleaded parties) include both the Indemnified Party and Purchaser, and the representation by counsel to

Purchaser of both Purchaser and such Indemnified Party is reasonably likely to present such counsel with a conflict of interest, in which case the Indemnified Party may employ separate counsel of its choosing and that counsel’s reasonable fees and expenses (including expert expenses) shall be paid by Purchaser. If Purchaser assumes the defense of any Claim, the Indemnified Party shall, at Purchaser’s expense, reasonably cooperate with Purchaser in such defense.

(c) If Purchaser elects to assume the control of the defense of any Claim in accordance with the provisions of Section 6.2(b), Purchaser shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Claim if the settlement does not completely, unconditionally and irrevocably release the Indemnified Party from all liabilities and obligations with respect to such Claim, or the settlement imposes injunctive or other equitable relief against the Indemnified Party.

(d) Seller shall cooperate, and cause its Affiliates to cooperate, in the defense, prosecution or settlement of any Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(e) Following resolution of a Claim or Action that is the subject of a Claim Notice pursuant to the procedures described in this Section 6.2, any indemnification required hereunder shall be made by prompt payment by Purchaser of the amount of Losses in connection therewith as and when bills are received by Purchaser or Losses actually suffered or incurred have been notified to Purchaser promptly after receipt of notice of such Losses, but in any event within 30 days following Purchaser’s receipt of any such bill or notification.

(f) None of Purchaser or its Affiliates shall have any liability to any Indemnified Party under this Section 6 for any punitive damages or exemplary damages except, in each case, any such indemnifiable Losses that are recovered by a third party in connection with a Claim resulting from a judgment, order, injunction, writ, subpoena, stipulation, award or decree of any Governmental Authority (including any ruling or award in any arbitration proceeding).

6.3 Exclusive Remedy. The sole and exclusive remedy for any Indemnified Party against Purchaser and its Affiliates for any Losses arising out of the matters set forth in Section 6.1 shall be pursuant to the indemnification provisions of this Section 6.

7. GENERAL PROVISIONS.

7.1 Termination; Survival. This Agreement may be terminated at any time prior to the Closing by the written consent of the parties. The representations, warranties and covenants of the parties shall survive the Closing and the delivery of, and payment for the Purchased Shares.

7.2 Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Neither Purchaser, on the one hand, nor Seller or Holdco, on the other hand, may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the other party, provided, however, that Purchaser may assign its rights under Section 6.2 (b) relating to the assumption of the defense to the Company pursuant to an agreement under which the Company has agreed to pay defense costs on terms substantially similar to those stated in Section 6.2(b) and provided, however, that such assignment shall not relieve Purchaser of any of its obligations under Section 6 or in any way diminish the indemnity provided to Seller in the Agreement or any of the rights afforded to Seller in the Agreement.

7.3 Governing Law. The parties agree that this Agreement is to be governed, interpreted and construed both as to performance and validity in accordance with the laws of State of New York, notwithstanding any choice of law principles to the contrary.

7.4 Further Assurances. The parties agree to take all actions necessary or advisable and to do all things (including to execute such further documents and papers), including in the case of Seller, exercising its rights as a shareholder and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

7.5 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “Sections” and “Exhibits” will mean sections of this Agreement and exhibits hereto.

7.6 Entire Agreement. This Agreement and the agreements and documents referred to herein, together with all the schedules and exhibits hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

7.7 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then the parties agree to substitute such provision(s) through good faith negotiations.

7.8 Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

7.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7.10 Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

7.11 Remedies Cumulative; Specific Performance. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any right, power or remedy available to such party. Without limiting the foregoing, unless this Agreement has been terminated, each party to this Agreement acknowledges and agrees that any breach by it of this Agreement shall cause any (or either) of the other parties irreparable harm which may not be adequately compensable by money damages. Accordingly, except in the case of termination, in the event of a breach or threatened breach by a party of any provision of this Agreement, each party shall be entitled to seek the remedies of specific performance, injunction or other preliminary or equitable relief, without having to prove irreparable harm or actual damages. The foregoing right shall be in addition to such other rights or remedies as may be available to any party for such breach or threatened breach, including but not limited to the recovery of money damages, and the parties agree that such equitable remedies may be enforced in any federal or state courts located in the Southern District of New York.

7.12 Confidentiality. None of the parties (including their respective employees or representatives) shall without the prior written consent of the others disclose the contents or existence of this Agreement except to such party’s professional advisors, employees and representatives and except and to the extent that such disclosure may be required by applicable law or the rules of any recognized securities exchange provided that the disclosing party, to the extent not prohibited by applicable law, promptly notifies the other parties in advance of such disclosure and agrees to take reasonable steps to minimize the extent of any required disclosure. Notwithstanding the foregoing to the contrary, this Section 6.12 shall not apply to the filing of information by Purchaser under Section 13 of the Exchange Act.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Secondary Stock Purchase Agreement as of the Effective Date.


SELLER:

IGNITION GROWTH CAPITAL PARTNERS I, L.P.		IGNITION GROWTH MANAGING DIRECTORS FUND I, LLC

By: Ignition Growth GP, LLC Its: General Partner

By:	/s/ John T. Zagula	By:	/s/ John T. Zagula
Name:	John T. Zagula	Name:	John T. Zagula
Its:	Managing Director	Its:	Managing Director
Address:	2101 4^th Ave., Suite 2300	Address:	2101 4^th Ave., Suite 2300
	Seattle, WA 98121-2317		Seattle, WA 98121-2317

HOLDCOS:

ICG HOLDINGS 1, LLC		ICG HOLDINGS 2, LLC

By:	/s/ John T. Zagula	By:	/s/ John T. Zagula
Name:	John T. Zagula	Name:	John T. Zagula
Its:	Managing Director	Its:	Managing Director
Address:	2101 4^th Ave., Suite 2300	Address:	2101 4^th Ave., Suite 2300
	Seattle, WA 98121-2317		Seattle, WA 98121-2317


PURCHASER: THE CRAWFORD GROUP, INC.

By:		/s/ Rick A. Short
Name:		Rick A. Short
Its:		Chief Financial Officer
Address:		600 Corporate Park Drive
		St. Louis, MO 63105

EX-99.13 3 d604329dex9913.htm EX-99.13 EX-99.13

Exhibit 99.13

INDEMNIFICATION AGREEMENT

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”).

WHEREAS, Crawford and the Company are parties to that certain Third Amended and Restated Investors’ Rights Agreement dated December 11, 2013 (the “IRA”), by and among the Company, the investors listed on Schedule A thereto (the “Investors”) and the other parties named therein, pursuant to which Crawford and Ctrip Investment Holding Ltd. (“Ctrip”) were granted rights of first offer if Investors propose to sell shares of the Company’s capital stock under certain circumstances;

WHEREAS, on April 23, 2018, Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. (the “IGC Sellers”), each an Investor, delivered to each of Crawford and Ctrip a first offer notice stating that the IGC Sellers proposed to sell all of their shares in the Company (the “IGC Shares”) and offering to Crawford and Ctrip the opportunity to purchase such shares as provided in the IRA;

WHEREAS, on April 25, 2018, GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (the “GS Sellers” and together with the IGC Sellers, the “Sellers”), each an Investor, delivered to each of Crawford and Ctrip a first offer notice stating that the GS Sellers proposed to sell all of their shares in the Company (the “GS Shares” and together with the IGC Shares, the “Shares”) and offering to Crawford and Ctrip the opportunity to purchase such shares as provided in the IRA;

WHEREAS, Crawford timely notified the IGC Sellers and the GS Sellers of its intention to exercise its right of first offer under the IRA with respect to the IGC Shares and the GS Shares;

WHEREAS, IGC Sellers have notified Crawford and the Company that Ctrip has also notified the IGC Sellers of its intention to exercise its right of first offer under the IRA with respect to the IGC Shares, and the GS Sellers have notified Crawford and the Company that Ctrip has also notified the GS Sellers;

WHEREAS, the Company has determined and so advised the Sellers that Ctrip is a Company Non-Global Competitor (as defined in the IRA) and, as a result, that Ctrip’s purchase of any IGC Shares and the GS Shares is prohibited unless Crawford approves such purchase in writing for Ctrip to;

WHEREAS, Crawford has not approved and does not intend to approve Ctrip’s purchase of any of the IGC Shares or the GS Shares, and instead intends to purchase all of the IGC Shares and the GS Shares;

WHEREAS, the Company has determined and so advised the Sellers and Ctrip that Ctrip’s purported addition of Crawford as a Ctrip Competitor is invalid and of no force or effect and, accordingly, Ctrip has no right of first refusal under the IRA with respect to the sales of Shares pursuant to the Primary SPAs (as defined below);

WHEREAS, in connection with and as a condition to Crawford’s purchase of the IGC Shares, Crawford has agreed to indemnify the IGC Sellers under section 6 of the Secondary Stock Purchase Agreement entered into by and among Crawford and the IGC Sellers on or about the date hereof in substantially the form Crawford has provided to the Company prior to the date hereof (the “Crawford-IGC SPA”), pursuant to which Crawford has agreed to indemnify the IGC Sellers (and their respective affiliates and representatives) from and against losses arising out of (i) reliance on the Company Determinations set forth in Schedule I attached hereto in connection with the transfer of the IGC Shares to Crawford and (ii) any Action (as defined below) by Ctrip or any of its affiliates asserting that the transfer of IGC Shares to Crawford or the refusal to sell IGC Shares to Ctrip breached an obligation under the IRA to Ctrip or its affiliate (such indemnification obligations of Crawford as set forth in section 6 of the Crawford-IGC SPA, the “Indemnification Rights of IGC Sellers”);

WHEREAS, Crawford and the Company anticipate that in connection with and as a condition to Crawford’s purchase of all or its pro rata portion (as determined under the IRA) of the GS Shares, after the date hereof Crawford may enter into a share purchase agreement with the GS Sellers on substantially similar terms as the Crawford IGC-SPA (the “Crawford-GS SPA”, and together with the Crawford-IGC SPA, the “Primary SPAs”), pursuant to which Crawford would agree to indemnify the GS Sellers (and their respective affiliates and representatives) from and against losses arising out of (i) reliance on the Company Determinations set forth in Schedule I attached hereto in connection with the transfer of the GS Shares to Crawford and (ii) any Action (as defined below) by Ctrip or any of its affiliates asserting that the transfer of GS Shares to Crawford or the refusal to offer to sell GS Shares to Ctrip, breached an obligation under the IRA to Ctrip or its affiliate (such indemnification obligations of Crawford as set forth in the Crawford-GS SPA, the “Indemnification Rights of GS Sellers” and together with the Indemnification Rights of IGC Sellers, the “Indemnification Rights of Sellers”); and

WHEREAS, the Company has determined that it is in its best interest for Crawford to purchase the IGC Securities to which Ctrip would be entitled if it was not a Company Non- Global Competitor and all (including GS Shares to which Ctrip would be entitled if it was not a Company Non-Global Competitor) or its pro rata portion of the GS Shares, as an inducement to Crawford to do so, is willing to enter into this Agreement, based on the understanding that Crawford would not be willing to provide the Indemnification Rights of Sellers referred to above but for the Company’s entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Indemnity.

(a) Subject to the limitations set forth in this Agreement, the Company shall indemnify and hold harmless Crawford and its affiliates and representatives (the “Indemnified Parties”), from, for and against any and all losses, damages, liabilities, deficiencies, Actions, awards, assessments, judgments, settlements, penalties, costs and expenses (including outside attorneys’ fees, costs and other out-of-pocket expenses properly incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) actually suffered or incurred by such Indemnified Party arising out of (i) the Indemnification Rights of Sellers or (ii) any Action by Ctrip or any of its affiliates against any Indemnified Party asserting that the transfer of all or any portion of the Shares to Crawford or any Seller’s refusal to sell all or any portion of the Shares to Ctrip breached an obligation under the IRA to Ctrip or any of its affiliates. An “Action” means any claim, counterclaim, allegation, complaint, audit, action, mediation, investigation, lawsuit, hearing, proceeding, litigation, or arbitration, in any jurisdiction, whether or not by or before any Governmental Authority (as defined in the IRA).

(b) An Indemnified Party seeking indemnification under this Section 1 agrees to (i) give prompt written notice (a “Claim Notice”) to the Company upon the assertion of any claim or the commencement of any Action in respect of which indemnity may be sought under Section 1 (a “Claim”), (ii) in the case of a Claim implicating the Indemnification Rights of Sellers, unless otherwise agreed with the Company, assume the defense of the underlying claim (“Underlying Claim”) against the IGC Sellers or the GS Sellers (or their respective affiliates or representative) to the maximum extent permitted by the Foreground Indemnity Agreements, and (iii) provide the Company such information with respect to the foregoing that the Company may reasonably request. The failure to deliver a Claim Notice shall not release the Company from any of its obligations under this Section 1 except to the extent any such failure materially prejudices the rights, claims or defenses of the Company.

(c) If the Company acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Claim, the Company shall have the right, upon written notice to the Indemnified Party within 20 days of receipt of a Claim Notice from the Indemnified Party in respect of such Claim, to assume the defense thereof at the expense of the Company with counsel selected by the Company and (subject to Section 1(d)) to settle such Claim (for the avoidance of doubt, this right of the Company shall also apply to permitting the Company to assume Crawford’s defense of any Underlying Claim). The Company shall also be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Company has failed to assume the defense thereof. If the Company does not expressly elect to assume the defense of such Claim within the time period and otherwise in accordance with this Section 1(c), the Indemnified Party shall have the sole right to assume the defense of such Claim (without prejudice to its rights to indemnification pursuant to this Agreement). However, in no event shall an Indemnified Party be entitled to settle such Claim (or give its consent for an Underlying Claim to be settled) without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). If the Company assumes the defense of such Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company

or (ii) the named parties to the Claim (including any impleaded parties) include both the Indemnified Party and the Company, and the representation by counsel to the Company of both the Company and such Indemnified Party is reasonably likely to present such counsel with a conflict of interest. If the Company assumes the defense of any Claim, the Indemnified Party shall, at the Company’s expense, reasonably cooperate with the Company in such defense.

(d) If the Company elects to assume the control of the defense of any Claim in accordance with the provisions of Section 1(c) the Company shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Claim if the settlement does not completely, unconditionally and irrevocably release the Indemnified Party from all liabilities and obligations with respect to such Claim, or the settlement imposes injunctive or other equitable relief against the Indemnified Party.

(e) Each of Crawford and the Company shall cooperate, and cause their respective affiliates to cooperate, in the defense, prosecution or settlement of any Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(f) The Company agrees that its obligations to indemnify an Indemnified Party under this Agreement are primary and the Indemnified Party shall have no obligation to pursue other rights of recovery for Losses that may be available from a party other than the Company, including under any cost-sharing agreement; provided, however, that the foregoing shall not be in any way construed to limit the obligations of an Indemnified Party to mitigate the amount of any Losses that could give rise to a claim for indemnification hereunder to the extent required by applicable law after becoming aware of any event or condition giving rise to such Losses.

(g) None of the Company or its Affiliates shall have any liability to any Indemnified Party under this Agreement for any punitive damages or exemplary damages except, in each case, any such indemnifiable Losses payable by an Indemnified Party in connection with the Indemnification Rights of Sellers.

(h) The sole and exclusive remedy for any Indemnified Party against the Company and its affiliates for any Losses arising out of or resulting from the causes set forth in this Agreement shall be pursuant to the indemnification provisions set forth herein.

(i) Notwithstanding any provision in this Agreement to the contrary, the Company will have no obligation under this Agreement to indemnify any Indemnified Party in respect of any Losses arising out of or resulting from the Indemnification Rights of Sellers to the extent such Losses arise from amendments or modifications to, or waivers in respect of, Indemnification Rights of Sellers set forth in the relevant Primary SPA as of the date hereof.

(j) Notwithstanding any provision in this Agreement to the contrary, the maximum amount of indemnifiable Losses which may be recovered by the Indemnified Parties

from the Company arising out of or resulting from the causes set forth in this Agreement, whether in law or in equity, whether in contract or in tort or otherwise, shall be US$15,000,000, unless such limitation is not reasonably necessary, in the reasonable opinion of the Company (after consulting its legal counsel), at the relevant time such payment in respect of such indemnifiable Losses would otherwise be required to be made by the Company (but for such limitation) in order to prevent the occurrence of a default or event of default under a debt obligation of the Company, in which case such greater limit for such purpose, or no limit shall apply, as the case may be.

2. Notices. All notices and other communications hereunder shall be in writing and shall be personally delivered, mailed by first-class registered or certified mail, postage prepaid, return receipt requested, delivered by an overnight courier service, delivery charge prepaid, or sent by fax or email:


(a)		If to Crawford, to:

		The Crawford Group, Inc.
		c/o Enterprise Holdings, Inc.
		600 Corporate Park Drive
		St. Louis, MO 63105
		Fax: (314) 512-4250
		Email: Mike.andrew@ehi.com
		Attention: Michael W. Andrew, Senior Vice President & General Counsel

		with a copy to:

		Thompson Coburn LLP Attention: Thomas Litz
		One US Bank Plaza, Ste. 3500
		St. Louis, MO 63101
		Fax: (314) 552-7000
		Email: tlitz@thompsoncoburn.com
		Attention: Thomas Litz

(b)		If to the Company, to:

		eHi Car Services Limited
		Unit 12/F, Building No. 5, Guosheng Center
		388 Daduhe Road, Shanghai, 200062
		People’s Republic of China
		Attention: Colin Sung
		Facsimile: +86 021—5489-1121
		Email: colin.sung@ehi.com.cn


		with a copy to:

		O’Melveny & Myers LLP
		Plaza 66, Tower 1, 37th Floor
		1266 Nanjing Road West
		Shanghai 20040
		People’s Republic of China
		Attention: Portia Ku, Esq.
		Nima Amini, Esq. Vincent Lin, Esq.
		Facsimile: +86 21-2307-7300
		Email: pku@omm.com namini@omm.com vlin@omm.com

or to such other address(es) as may be furnished in writing.

3. Miscellaneous.

(a) Severability. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby.

(b) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, in whole or in part, by operation of law or otherwise by either party without the prior written consent of the other party.

(c) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of Hong Kong, without regard to its principles of conflicts of laws. Any dispute arising from or in connection with this Agreement, including its validity, effectiveness, violation and termination shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) for arbitration in accordance with HKIAC’s arbitration rules in effect at the time. The arbitral award is final and binding upon the parties thereto. The arbitration seat shall be in Hong Kong. The language of arbitration shall be English.

(d) Waiver. Any failure on the part of any party to comply with any of its obligations, agreements or conditions hereunder may be waived by any other party to whom such compliance is owed. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

(e) Binding Effect. All of the terms of this Agreement, specifically including any representation, warranty and indemnification provided for herein shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and be enforceable by the respective personal representatives, successors and permitted assigns of the parties hereto.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of the provisions hereof.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile, .pdf or other electronic transmission shall be deemed for all purposes as being good and valid execution and delivery of this Agreement by that party.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


THE CRAWFORD GROUP, INC.

By:		/s/ Rick A. Short
Name:		Rick A. Short
Title:		Chief Financial Officer

EHI CAR SERVICES LIMITED

By:		/s/ Colin Chitnim Sung
Name:		Colin Chitnim Sung
Title:		Chief Financial Officer

Schedule I

The Company Determinations

(a) Ctrip is a “Company Competitor” and a “Company Non-Global Competitor” as such terms are defined in the IRA;

(b) The Sellers are subject to Section 3.1(c) of the IRA and Section 3.1(c) of the IRA prohibits the Sellers from transferring the Shares to Ctrip in a Private Sale (as defined in the IRA) unless agreed to in writing by Crawford;

(c) No transfer of Equity Securities (as defined in the IRA) of the Company to Ctrip may be made pursuant to Section 3.7 of the IRA and the First Offer Notices of the Sellers, unless made in compliance with Section 3.1(c) of the IRA;

(d) Accordingly, Ctrip is not entitled to acquire, directly or indirectly, any of the Shares offered to Ctrip pursuant to the First Offer Notices delivered by the Sellers unless Crawford agrees in writing pursuant to Section 3.1(c) of the IRA;

(e) In circumstances where Crawford accepted and agreed to acquire, in accordance with Section 3.7 of the IRA or otherwise, all of the Shares that were the subject of the First Offer Notices delivered by the Sellers and where Crawford has not agreed in writing for the Sellers to transfer to Ctrip the Shares offered to Ctrip pursuant to such First Offer Notices, the Sellers are contractually required to, pursuant to Section 3.7 of the IRA, transfer all of the Shares to Crawford and none to Ctrip; and

(f) Crawford is not a “Ctrip Competitor” as such term is defined in the IRA and therefore, the Sellers are not required to provide a right of first refusal to Ctrip under Section 3.3 of the IRA.