EJ [E-HOUSE (CHINA)] SC 13D/A: (Original Filing)

[EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Xin Zhou (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Neil Nanpeng Shen (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of SINA Corporation (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION STRICTLY PRIVATE AND CONFIDENTIAL To: Borrower 11/F Qiushi Building, No 383 Guangyan Road, Zhabei District, Shanghai 200072, People’s Republic of China Attention: April 15, 2016 Dear Sirs: EJ — Commitment Letter We, Mandated Lead Arranger” Underwriter Facility Acquisition The Facility shall be used (a) to finance part of the Merger Consideration to be paid in connection with the] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantors Guarantor Guaranteed Party LIMITED GUARANTEE, dated as of April 15, 2016 (this “ 1. GUARANTEE Merger Agreement Parent Merger Sub Annex I Guaranteed Percentage provided Maximum Amount (b) (c) 2. NATURE OF GUARANTEE 3. CERTAIN WAIVERS 2 Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Owned Shares Share Awards Schedule A WHEREAS,] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Schedule A Owned Shares Securities WHEREAS, as of the date] [Execution Version SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016 TABLE OF CONTENTS ARTICLE I ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco, Merger Sub and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE II PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS 2 Section 2.01 Transaction Process 2] []

EJ [E-HOUSE (CHINA)] SC 13D/A: EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016

[EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Xin Zhou (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Neil Nanpeng Shen (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 People’s Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of SINA Corporation (“ 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION STRICTLY PRIVATE AND CONFIDENTIAL To: Borrower 11/F Qiushi Building, No 383 Guangyan Road, Zhabei District, Shanghai 200072, People’s Republic of China Attention: April 15, 2016 Dear Sirs: EJ — Commitment Letter We, Mandated Lead Arranger” Underwriter Facility Acquisition The Facility shall be used (a) to finance part of the Merger Consideration to be paid in connection with the] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantors Guarantor Guaranteed Party LIMITED GUARANTEE, dated as of April 15, 2016 (this “ 1. GUARANTEE Merger Agreement Parent Merger Sub Annex I Guaranteed Percentage provided Maximum Amount (b) (c) 2. NATURE OF GUARANTEE 3. CERTAIN WAIVERS 2 Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Owned Shares Share Awards Schedule A WHEREAS,] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Schedule A Owned Shares Securities WHEREAS, as of the date] [Execution Version SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016 TABLE OF CONTENTS ARTICLE I ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco, Merger Sub and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE II PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS 2 Section 2.01 Transaction Process 2] []

EJ [E-HOUSE (CHINA)] 6-K: (Original Filing)

[Additional Information about the Transaction The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the Company’s shareholders with respect to the merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among E-HOUSE HOLDINGS LTD., E-HOUSE MERGER SUB LTD. and E-HOUSE (CHINA) HOLDINGS LIMITED Dated April 15, 2016 TABLE OF CONTENTS Page Article I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [E-HOUSE (CHINA) HOLDINGS LIMITED Qiushi Building, 11/F No.383 Guangyan Road, Zhabei District Shanghai 200072 People’s Republic of China Form 20-F x o o o E-House (China) Holdings Limited By]

EJ [E-HOUSE (CHINA)] 6-K: Additional Information about the Transaction The Company and

[Additional Information about the Transaction The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the Company’s shareholders with respect to the merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among E-HOUSE HOLDINGS LTD., E-HOUSE MERGER SUB LTD. and E-HOUSE (CHINA) HOLDINGS LIMITED Dated April 15, 2016 TABLE OF CONTENTS Page Article I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [E-HOUSE (CHINA) HOLDINGS LIMITED Qiushi Building, 11/F No.383 Guangyan Road, Zhabei District Shanghai 200072 People’s Republic of China Form 20-F x o o o E-House (China) Holdings Limited By]

EJ [E-HOUSE (CHINA)] SC 13G/A: (Original Filing)

[1. NAMES OF REPORTING PERSONS Kylin Offshore Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7.]

EJ [E-HOUSE (CHINA)] SC 13G/A: 1. NAMES OF REPORTING PERSONS Kylin Offshore Master

[1. NAMES OF REPORTING PERSONS Kylin Offshore Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7.]

CTC [IFM Investments] SC 13G/A: (Original Filing)

[DONALD ZHANG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) ¨ ý (a) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,054,726,489 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,028,726,489]

CTC [IFM Investments] SC 13G/A: DONALD ZHANG 2. CHECK THE APPROPRIATE BOX IF

[DONALD ZHANG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) ¨ ý (a) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,054,726,489 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,028,726,489]

EJ [E-HOUSE (CHINA)] SC 13G: Joint Filing Agreement E-House (China) Holdings Limited E-House

[Joint Filing Agreement E-House (China) Holdings Limited E-House Financial Holdings Ltd. E-House (China) Capital Investment Management Limited] [1 Names of Reporting Persons 2 Check the Appropriate Box if a Member of a Group (a) o]

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