Exhibit 4.25


 


FORM OF EXCLUSIVE CALL OPTION AGREEMENT


(Summary Translation)


 


This Exclusive Call Option Agreement (this
“Agreement”) is made and entered into by the Parties below on [specify date].


 


(1)           [specify
name of shareholder of a subsidiary of SouFun Holdings Limiteda consolidated controlled entity] of [specify address] (“Party
A”);


 


(2)           [specify
name of shareholder of a consolidated controlled entity] of [specify address] (“Party B(I)”);


 


(3)           [specify
name of shareholder of a consolidated controlled entity] of [specify address] (“Party B(II)”);


 


(4)           [specify
name of a consolidated controlled entity], a company with limited liability duly registered and validly existing under the
PRC laws at [specify address] (“Party C”); and


 


In this Agreement, Party B(I) and Party
B(II) are hereinafter collectively referred to as “Party B” and Party A, Party B and Party C are each referred
to as a “Party” and collectively, the “Parties.”


 


WHEREAS:


 


1.             Party
B(I) holds [specify percentage]% equity interests in Party C;


 


2.             Party
B(II) holds [specify percentage]% equity interests in Party C;


 


3.             Party
A, Party B(I) and Party B(II) entered into a loan agreement (the “Loan Agreement”) on [specify date];


 


4.             Party
A and Party C entered into an exclusive technical consultancy and services agreement (the “Exclusive Technical Consultancy
and Services Agreement”) on [specify date]; and


 


5.             Party
A, Party B(I) and Party B(II) entered into an equity pledge agreement (the “Equity Pledge Agreement”) on [specify
date].


 


NOW, THEREFORE, the Parties through negotiations
hereby agree as follows:


 


1.             Transfer
of Equity Interest.


 


1.1           Granting
of Rights. Party B hereby irrevocably grants Party A or one or more persons designated by Party A (each, a “Designated
Person”) an irrevocable and exclusive right to purchase (the “Call Option”) from Party B the whole
or a part of the equity interest in Party C held by Party B (the “Target Equity”) exercisable by Party A at
its own option and at the price set forth in Article 1.3 herein pursuant to any applicable PRC laws. Unless the prior written consent
of Party A and its Designated Person has been obtained, Party B shall not sell, transfer or dispose of the Target Equity in any
way to any other person. Party C hereby agrees to Party B’s granting to Party A the Call Option.


 






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The reference to “person” in
this Section and this Agreement are to a natural person, legal person or non-legal person entity.


 


1.2           Exercise
Procedure. Party A shall exercise its Call Option in accordance with the relevant PRC laws and regulations. When exercising
its aforesaid Call Option, Party A shall send to Party B a written notice (a “Notice of Equity Purchase”) and
such Notice shall contain the following matters: (a) the decision of Party A to exercise the Call Option; (b) the number
of shares to be purchased by Party A; and (c) purchase date and transfer date of the equity interests.


 


1.3           Equity
Price. Unless valuation is required by applicable laws, the price for the Target Equity (the “Equity Price”)
shall be equal to the actual amount of capital injection subscribed by Party B for the Target Equity.


 


1.4           Transfer
of Target Equity. Whenever Party A is to exercise its Call Option:


 


(a)          Party
B shall instruct Party C to hold a shareholders meeting in time, and a resolution shall be passed during such meeting that approves
Party B’s transfer of its equity interests in Party C to Party A and/or its Designated Person.


 


(b)          Party
B shall sign an equity interest transfer agreement with Party A (or its Designated Person, as applicable) in accordance with this
Agreement and the Notice of Equity Purchase.


 


(c)          The
relevant Parties shall sign all other necessary contracts, agreements or documents, obtain all necessary governmental approval
and consent, take all necessary actions to transfer, without attaching any Security Interests, the ownership of the Target Equity
to Party A and/or the Designated Person; and cause Party A and/or the Designated Person to become the registered owner of the aforesaid
Target Equity. For the purposes of this Section and this Agreement, “Security Interests” include liens, warrants,
mortgages, pledges, rights and interests of a third party, any right to purchase, right to procure, right of priority, right to
setoff, withholding of ownership, or other security arrangement; provided, however, that the “Security Interests’’
exclude any lien or security interests under this Agreement and the Equity Pledge Agreement.


 


(d)          Before
Party A and/or the Designated Person exercise the Call Option, Party B may, with the prior written consent of Party A and/or the
Designated Person, transfer to a third party other than Party A and/or the Designated Person the Target Equity, and such third
party shall succeed to all obligations, undertakings, representations and warranties of Party B under this Agreement as if is had
been a Party hereof.


 


1.5           Payment.
Whereas it is agreed in the Loan Agreement between Party A and Party B that any profits or gains from the transfer of Party B’s
equity interest in Party C shall be paid back to Party A or a person designated by Party A as repayment under the Loan Agreement.
Therefore, when Party A exercises its Call Option, the Equity Price shall be used by Party B to repay Party A for the loan, and
Party A does not need to make any additional payment to Party B for the Equity Price.


 






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2.             Undertakings
in Relation to Equity Interest.


 


2.1           Party
C’s Undertakings.


 


Party C hereby undertakes:


 


(a)          Without
the prior written consent of Party A, Party C shall not supplement, amend or otherwise modify any document in any way that relates
to the constitution of Party C, increases or reduces its registered capital, or changes the structure of its registered capital
in any other way;


 


(b)          Party
C shall maintain its corporate existence, operate and deal with its business diligently and effectively in accordance with good
financial and commercial standards and practices;


 


(c)          Without
the prior written consent of Party A, Party C shall not, in any way at any time after the execution of this Agreement, sell, transfer,
mortgage or dispose of any of its legal rights and interests in relation to its assets, business or income, or allow the existence
of any other Security Interests thereon;


 


(d)          Without
the prior written consent of Party A, no debts may be incurred by, or be succeeded to or warranted or allowed to exist in, Party
C, except the following debts: (i) debts incurred in the normal or daily business operations, and (ii) debts incurred
with prior consent in writing by Party A;


 


(e)          Party
C shall continue to operate all of its business normally in order to maintain the value of its assets, and may not perform any
act or fail to perform an act that may materially affect its operations and the value of its assets;


 


(f)          Without
the prior written consent of Party A, Party C may not sign any material contract, the value of which is over Renminbi one hundred
thousand (RMB 100,000), except for any contract in its normal course of business;


 


(g)          Without
the prior written consent of Party A, Party C may not provide any loan or security/warranty for any other party;


 


(h)          Upon
Party A’s request, Party C shall provide all materials in relation to its operations and financial condition to Party A;


 


(i)          Party
C shall, with Party A’s consent, purchase and maintain insurance, the amount and specific coverage of which shall be the
same as those taken out by companies in similar businesses with similar properties or assets in the same area;


 






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(j)          Without
the prior written consent of Party A, Party C may not consolidate or merge with any party, acquire any party, or invest in any
party;


 


(k)          It
shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation
to the assets, business and income of Party C;


 


(l)          In
order to maintain Party C’s ownership of all of its assets, Party C shall sign and deliver all necessary or proper documents,
take all necessary or proper actions, lodge all necessary or proper complaints or raise all necessary or proper defenses against
all claims;


 


(m)          Without
the prior written consent of Party A, Party C may not declare or pay dividends to its of Party C, provided however that, upon Party
A’s request, Party C shall forthwith distribute all of its distributable profits to its respective shareholders; and


 


(n)          Upon
Party A’s request, Party C shall appoint the person designated by Party A to take up any directorship at Party C.


 


2.2           Party
B’s Undertakings.


 


Party B hereby undertakes:


 


(a)          Without
the prior written consent of Party A, Party B shall not in any way at any time after the signing of this Agreement sell, transfer,
mortgage or dispose of any of its legal rights and interests in relation to the equity interests in Party C held by Party B, or
allow the existence of any other Security Interests therein, except for the pledge of the equity interests in Party C held by Party
B under the Equity Pledge Agreement;


 


(b)          It
shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, any action to sell,
transfer, mortgage or dispose of any of its legal rights and interests in relation to any equity interests in Party C, or allow
the existence of any other Security Interests therein, except for the pledge of such equity interests in Party C held by Party
B under the Equity Pledge Agreement;


 


(c)          It
shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, that Party C is
to consolidate or merge with any party, acquire any party, or invest in any party;


 


(d)          It
shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation
to the equity interests in Party C held by Party B;


 


(e)          It
shall cause the shareholders meetings of Party C to vote for the transfer of the Target Equity under this Agreement;


 


(f)          In
order to maintain the ownership of all of the equity interests held by Party B in Party C before transferring such equity interests
to Party A, Party B shall sign and deliver all necessary or proper documents, take all necessary or proper actions, and raise all
necessary or proper claims or all necessary or proper defenses against all claims;


 






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(g)          Upon
Party A’s request, Party C shall appoint the person designated by Party A to take up any directorship at Party C;


 


(h)          Upon
Party A’s request, Party B shall unconditionally transfer its equity interests in Party C forthwith to Party A and/or the
representative designated by Party A and to disclaim and give up any preemptive or priority right to purchase Party C’s equity
interests; and


 


(i)          Party
B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder, perform its obligations hereunder
and thereunder, and not perform any act or fail to perform an act that may materially affect the validity and enforceability of
this Agreement.


 


3.          Representations
and Warranties. Party B and Party C hereby, on the signing date of this Agreement and each date of transfer of the Target Equity,
jointly and severally represent and warrant to Party A as follows:


 


(a)          Each
Party is legally competent and has the right to sign and deliver this Agreement, to sign pursuant to this Agreement any equity
transfer agreement (collectively referred to as “Transfer Agreement”) to transfer the Target Equity, and to
perform its obligations hereunder and under any Transfer Agreement. This Agreement and any Transfer Agreement, upon signature,
shall be legal, valid and binding upon each Party and may be enforced against each Party in accordance with their terms and conditions;


 


(b)          The
execution and delivery of this Agreement or any Transfer Agreement or the performance by each Party of its obligations hereunder
or under any Transfer Agreement shall not (i) lead to a violation of any relevant PRC laws, (ii) be in conflict with
or contradiction to the articles of association or any other constitutional documents of Party B and Party C, (iii) lead to
a violation or breach of any contract or document of which Party B or Party C is a party or by which it is bound, (iv) lead
to a violation of any conditions for any license, approval or their validity or (v) lead to the suspension or cancellation
of any license or approval, or imposition of additional conditions for such license or approval;


 


(c)          Party
B owns all of the equity interests in Party C, and unless permitted in the Equity Pledge Agreement, Party B has no Security Interests
in the aforesaid assets;


 


(d)          Party
C does not have any other unpaid debts, except for (i) debts incurred in its normal business operations and (ii) debts
incurred with Party A’s prior consent in writing; and


 


(e)          No
litigation, arbitration or administrative proceedings in relation to the equity interests in Party C or Party C’s assets
are currently on-going, pending, or likely to occur.


 






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4.             Effective
Date and Term. This Agreement shall come into force upon signature by the Parties and shall remain valid for ten (10) years.
It may be extended for an additional ten (10) years at Party A’s option.


 


5.             Governing
Law and Dispute Resolution.


 


5.1           Governing
Law. The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising
out of this Agreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration
Region or the Macau Special Administration Region.


 


5.2           Dispute
Resolution. Any dispute arising out of this Agreement or other related disputes shall be settled first through friendly negotiations.
If such dispute cannot be so settled within thirty (30) days after one Party sends a written notice to another Party, it may be
submitted by either Party to the China International Economic and Trade Arbitration Commission and be arbitrated in Beijing, China
in accordance with its arbitration rules. The arbitration award shall be accepted as final and binding upon all Parties.


 


6.             Taxation
and Expenses. Each Party shall bear any and all taxation, cost and expenses that occur to such Party for the transfer and registration
for the Target Equity and for the preparation and execution of this Agreement and any Transfer Agreement and the performance and
completion of the transactions contemplated under this Agreement and any Transfer Agreement.


 


7.             Notice.
Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to
the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party.
If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates
on which such notices are deemed to have been effectively given shall be determined as follows:


 


(A)         Notices
given by personal delivery shall be deemed effectively given on the date of personal delivery;


 


(B)         Notices
sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date
on which they were mailed (as indicated by the postmark);


 


(C)         Notices
sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were
sent to such courier service agency; and


 


(D)         Notices
sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission,
as indicated on the document.


 


Party A: [specify]


Address: [specify]


Fax: [specify]


Tel: [specify]


Attention: [specify]


 






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Party B(I): [specify]

Address: [specify]

Fax: [specify]

Tel: : [specify]


 


Party B(II): [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]


 


Party C: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]

Attention: [specify]


 


8.             Confidentiality.
The Parties hereby acknowledge and confirm that any oral or written materials exchanged between the Parties in relation to this
Agreement are confidential materials. Each Party hereby agrees that it shall keep confidential any other Party’s confidential
materials. Without the prior written consent of such other Party, such Party shall not disclose to any third party such confidential
materials, unless in the following cases: (a) such materials are known or to become known by public (not disclosed to public
by such Party through its own fault); (b) applicable laws require disclosure of such materials; or (c) such materials
are disclosed, in relation to the transactions contemplated in this Agreement, to such Party’s legal, financial and other
consultants who are subject to similar confidentiality provisions. Any disclosure of such confidential materials by any working
staff or institution of any Party shall be deemed as disclosure of confidential materials by such Party, and such Party shall bear
responsibilities. This section shall remain valid whether or not this Agreement has terminated due to any reason.


 


9.             Further
Warranties. The Parties hereby agree to sign, as soon as possible, all reasonable and necessary documents or documents conducive
to the Parties for the purposes of performing this Agreement, and further take all reasonable and necessary actions or actions
conducive to the Parties for the purposes of performing this Agreement.


 


10.           Miscellaneous
Terms.


 


10.1         Modification,
Amendment and Supplement. Any modification, amendment and supplement to this Agreement shall be made upon written consent by
the Parties.


 


10.2         Observance
of Laws and Regulations. The Parties shall observe all PRC laws and regulations and confirm that each Party’s operations
fully comply with such laws and regulations.


 


10.3         Complete
Agreement. Except for the written modification, amendment and supplement to this Agreement after its signing, this Agreement
and Schedule I shall constitute the complete Agreement made by the Parties in relation to the aforesaid matters.


 






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10.4         Title.
The titles in this Agreement are for convenience only and shall not be used for interpretation, description or other purposes that
may affect the meanings of provisions herein.


 


10.5         Language.
This Agreement is made in Chinese in [specify number] originals.


 


10.6         Severability.
If any of the terms or conditions hereunder or any portion thereof shall be invalid, illegal, or unenforceable under any applicable
PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not be in any way affected or impaired.
The Parties shall negotiate in good faith to reach an agreement on a provision to replace the invalid. The economic effect resulting
from such valid provisions shall be equal to that from the invalid, illegal or unenforceable provisions.


 


10.7         Successor.
This Agreement is binding upon each Party’s successors and transferees of equity interest, as if they were the contracting
Parties hereof.


 


10.8         Continuous
Validity. Any obligations due or becoming due before the expiry of this Agreement shall continue to be valid after the expiry.


 


10.9         Non-waiver.
The failure of any Party to exercise its rights to investigate the breach of any other Party in any specific case shall not be
deemed a waiver of such rights in any other cases alike or not.


 


Party A: [specify]


 


Signed by: [specify]


 


Party B (I): [specify]


 


Signed by: [specify]


 


Party B(II): [specify]


 


Signed by: [specify]


 


Party C: [specify]


 


Signed by: [specify]


 






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