exv10w17






Exhibit 10.17




Fee Letter Agreement Among Sellers




September 15, 2010




SouFun Holdings Limited (the “Company”)

8th Floor, Tower 3, Xihuan Plaza

No. 1 Xizhimenwai Avenue

Xicheng District, Beijing 100044

People’s Republic of China





IDG Technology Venture Investment, Inc. (“IDG”)

c/o IDGVC Venture Investment Consultancy (Beijing) Co., Ltd.

Room 616, Tower A, COFCO Plaza,

8 Jianguomennei Dajie

Beijing, 100005

People’s Republic of China




Re: SouFun Holdings Limited




     Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), by
and among the Company, Telstra International Holdings Limited (“Telstra”), IDG, Deutsche Bank
Securities Inc. and Goldman Sachs (Asia) L.L.C. (together, the “Underwriters”), providing for the
public offering of American depositary shares (“ADSs”) representing Class A ordinary shares, par
value HK$1.00 per share (the “Ordinary Shares”), of the Company. Capitalized terms used and not
otherwise defined in this letter agreement shall have the meanings ascribed to them in the
Underwriting Agreement.



     In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Telstra, on one hand,
and each of the Company and IDG, on the other hand, hereby agree as follows:




	 	(i)	 	Telstra shall, within five (5) Business Days following the Closing Date,
reimburse each of the Company and IDG for the respective aggregate Underwriting
Discount (as defined below) attributable to the ADSs sold by each of them, to the
Underwriters pursuant to the Underwriting Agreement.
	 
	 	(ii)	 	Such reimbursement is to be made in Federal (same day) funds to (a) an account
designated in writing to Telstra by the Company for the ADSs to be sold by the Company
and (b) to an account designated in writing to Telstra by IDG for the ADSs to be sold
by IDG, in each case no later than one Business Day after the date of Underwriting
Agreement.
	 
	 	(iii)	 	The term “Underwriting Discount” means an amount per ADS equal to the excess
of (x) the price per ADS at which the Company and IDG agree to sell ADSs to the
Underwriters pursuant to Section 2(a) of the Underwriting




 









 











			
	 	 	 
	SouFun Holdings Limited 

IDG Technology Venture Investment, Inc.
	 	September 15, 2010

        .







	 	 	 	Agreement and (y) the initial public offering price per ADS as set forth on the
cover page of the Prospectus.
	 
	 	(iv)	 	The term “Business Day” means a day on which the New York Stock Exchange is
open for trading and on which banks in the City of New York, New York are open for
business and not permitted by law or executive order to be closed.
	 
	 	(v)	 	This letter agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, including, without limitation, Section 5-1401 of the
New York General Obligations Law.
	 
	 	(vi)	 	The Company, IDG and Telstra hereby submit to the non-exclusive jurisdiction of
the Federal and state courts in the Borough of Manhattan in The City of New York in any
suit or proceeding arising out of or relating to this letter agreement or the
transactions contemplated hereby. The Company, IDG and Telstra irrevocably and
unconditionally waive any objection to the laying of venue of any suit or proceeding
arising out of or relating to this letter agreement or the transactions contemplated
hereby in Federal and state courts in the Borough of Manhattan in The City of New York
and irrevocably and unconditionally waive and agree not to plead or claim in any such
court that any such suit or proceeding in any such court has been brought in an
inconvenient forum.
	 
	 	(vii)	 	This letter 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.





[The remainder of this page has been intentionally left blank]






 









 








	 	 	 	 	 
	 	Very truly yours,



TELSTRA INTERNATIONAL HOLDINGS LIMITED

 	 
	 	By:  	/s/
John Stanhope 	 
	 	 	Name:  	John Stanhope 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page — Fee Letter Agreement Among Sellers]






 









 







The foregoing letter agreement is hereby confirmed and accepted as of the date first above written.




	 	 	 	 	 
	SOUFUN HOLDINGS LIMITED	 	 
	 
	 	 	 	 
	By:
	 	/s/ Tianquan Vincent Mo 	 	 
	Name:

	 	Tianquan Vincent Mo 

	 	 
	Title:
	 	Executive Chairman 	 	 
	 
	 	 	 	 
	IDG


TECHNOLOGY VENTURE INVESTMENT, INC. 
	 	 
	 
	 	 	 	 
	By:
	 	/s/ Chi Sing Ho 	 	 
	Name:

	 	Chi
Sing Ho 

	 	 
	Title:
	 	Authorized Signatory 	 	 






[Signature Page — Fee Letter Agreement Among Sellers]