Exhibit 10.8


 





Execution Version


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is made as of June 26, 2018 by and among:


 


(1)         Opera
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”);
and


 


(2)         Tospring
Technology Limited, a limited liability company incorporated under the laws of the Seychelles (the “Purchaser”).
The Purchaser on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,”
and collectively as the “Parties.”


 


WITNESSETH:


 


WHEREAS, the
Company plans to file a registration statement on Form F-1 on or around June 29, 2018 (as may be amended from time to time,
the “Registration Statement”) with the United States Securities
and Exchange Commission (the “SEC”) in connection with the
initial public offering (the “Offering”) by the Company of
American depositary shares (“ADS”) representing ordinary shares
(“Ordinary Shares”) of the Company as specified in the
Registration Statement; and


 


WHEREAS, the Purchaser
wishes to invest in the Company by acquiring Ordinary Shares in the Company in a transaction exempt from registration pursuant
to Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:


 


ARTICLE
I






PURCHASE
AND SALE


 


Section 1.1           Issuance,
Sale and Purchase of Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, the Purchaser
hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined
below), the number of Ordinary Shares determined pursuant to Section 1.2 (the “Purchased
Shares”) at a price per Ordinary Share equal to the Offer Price (as defined below), free and clear of all liens
or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up
Agreement (as defined below)). The “Offer Price” means the price per
ADS set forth on the cover of the Company’s final prospectus in connection with the Offering (the “Final
Prospectus”) divided by the number of Ordinary Shares represented by one ADS. The purchase, issuance, sale and
delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S.


 




     


     


    

 


Section 1.2           Closing.


 


(a)          Closing.
Subject to Section 1.3, the closing (the “Closing”) of the sale
and purchase of the Purchased Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Offering
at the same offices for the closing of the Offering or at such other place as the Company and the Purchaser may mutually agree.
The total number of the Ordinary Shares that the Purchaser shall purchase as Purchased Shares at the Closing shall be equal to
the quotient of US$50,000,000 (as adjusted pursuant to clause (iii) below, the “Purchase
Price”) divided by the Offer Price; provided, however, that (i) no fractional shares of Ordinary
Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary
Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis
of the Offer Price). The date and time of the Closing is referred to herein as the “Closing
Date.”


 


(b)          Payment
and Delivery. At the Closing, the Purchaser shall pay and deliver the Purchase Price to the Company in U.S. dollars by wire
transfer, or by such other method mutually agreeable to the Company and the Purchaser, of immediately available funds to such bank
account designated in writing by the Company, and the Company shall deliver one or more duly executed share certificates in original
form, registered in the name of the Purchaser, together with a certified true copy of the register of the members of the Company,
evidencing the Purchased Shares being issued and sold to the Purchaser.


 


(c)          Restrictive
Legend. Each certificate representing Purchased Shares shall be endorsed with the following legend:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY
NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY
TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN
THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING
CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS
SHALL BE VOID.


 


Section 1.3           Closing
Conditions.


 


(a)          Conditions
to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased
Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions,
any of which may only be waived in writing by the Purchaser in its sole discretion:


 






     


     


    

 


(i)          All
corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased
Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have
been completed.


 


(ii)         The
representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have
been true and correct on the date of this Agreement and true and accurate in all material respects on and as of the Closing Date
(except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the
Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default
in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required
to be performed or complied with on or before the Closing Date.


 


(iii)        No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the
consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions
contemplated by this Agreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation
shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin,
prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any
damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the
Company.


 


(iv)        The
Offering shall have been, or shall concurrently with the Closing be, completed.


 


(v)         The
ADSs shall have been listed on the NASDAQ Global Market subject to official notice of issuance.


 


(vi)        The
underwriting agreement relating to the Offering shall have been entered into and have become effective.


 


(b)          Conditions
to Company’s Obligations to Effect the Closing. The obligation of the Company to issue and sell the Purchased Shares
to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the
following conditions, any of which may only be waived in writing by the Company in its sole discretion:


 


(i)          The
Lock-up Agreement shall have been executed and delivered by the Purchaser to the representatives of the underwriters for the Offering.


 


(ii)         All
corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall
have been completed.


 






     


     


    

 


(iii)        The
representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and
correct on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in
all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions
and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.


 


(iv)        No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the
consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties
in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation
to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent
jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the
transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with
the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.


 


ARTICLE
II



 


REPRESENTATIONS AND WARRANTIES


 


Section 2.1           Representations
and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and
as of the Closing Date, as follows:


 


(a)          Due
Formation. The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in
good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business
as it is currently being conducted.


 


(b)          Authority.
The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder.
The execution and delivery by the Company of this Agreement and any agreements, certificates, documents and instruments to be executed
and delivered by the Company pursuant to this Agreement, and the performance by the Company of its obligations hereunder, have
been duly authorized by all requisite actions on its part.


 


(c)          Valid
Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.


 




     


     


    

 


(d)          Capitalization.


 


(i)          The
authorized share capital of the Company and the number of issued and outstanding shares of capital stock of the Company (including
the Ordinary Shares and each series of convertible redeemable participating preferred shares (the “Preferred Shares”)),
as of the date hereof, are as set forth in Schedule I of this Agreement. The Company shall not effect any split, combination,
or other restructuring with respect to the Ordinary Shares after the date hereof and at or prior to the Closing. All issued and
outstanding Ordinary Shares and all issued and outstanding Preferred Shares are validly issued, fully paid and non-assessable.


 


(ii)         All
outstanding shares of capital stock of the Company and all outstanding shares of capital stock of each of the Company’s subsidiaries
and consolidated affiliates (each a “Subsidiary” and collectively “Subsidiaries”)
have been issued and granted in compliance with (x) all applicable Securities Laws and other applicable laws and (y) all
requirements set forth in applicable plans or contracts, without violation of any preemptive rights, rights of first refusal or
other similar rights. “Securities Laws” means the Securities Act, the
Securities Exchange Act of 1934, as amended, the listing rules of, or any listing agreement with the NASDAQ Global Market and any
other applicable law regulating securities or takeover matters.


 


(iii)        The
rights of the Ordinary Shares to be issued to the Purchaser as Purchased Shares are as stated in the Amended and Restated Memorandum
and Articles of Association of the Company as set out in Exhibit 3.2 of the Registration Statement.


 


(e)          Due
Issuance of the Purchased Shares. The Purchased Shares have been duly authorized and, when issued and delivered to and paid
for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any
pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third
party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act or
created by virtue of this Agreement or the Lock-up Agreement and upon delivery and entry into the register of members of the Company
will transfer to the Purchaser good and valid title to the Purchased Shares.


 


(f)          Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate
any provision of the organizational documents of the Company or its Subsidiaries or violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court
to which the Company or its Subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify,
or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is
a party or by which the Company or its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’
assets are subject. There is no action, suit or proceeding, pending or threatened against the Company or its Subsidiaries that
questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions
contemplated hereby.


 






     


     


    

 


(g)          Consents
and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of
any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms
requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public
body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing
Date.


 


(h)          Compliance
with Laws. The business of the Company or its Subsidiaries is not being conducted in violation of any law or government order
applicable to the Company except for violations which do not and would not have a Material Adverse Effect. As used herein, “Material
Adverse Effect” shall mean any event, fact, circumstance or occurrence that, individually or in the aggregate
with any other events, facts, circumstances or occurrences, results in or would reasonably be expected to result in a material
adverse change in or a material adverse effect on any of (i) the financial condition, assets, liabilities, results of operations,
business, or operations of the Company or its Subsidiaries taken as a whole, except to the extent that any such Material Adverse
Effect results from (x) changes in generally accepted accounting principles that are generally applicable to comparable companies
or (y) changes in general economic and market conditions; or (ii) the ability of the Company to consummate the transactions
contemplated by this Agreement and to timely perform its obligations under the Agreement.


 


(i)          SEC
Filings. Prior to the Closing, the Registration Statement, as supplemented or amended, shall have been declared effective by
the SEC. The Registration Statement, including the prospectus therein, conforms and will conform, in all material respects to the
requirements of the Securities Act and the rules and regulations of the SEC thereunder and does not, as of the date hereof, and
will not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading. Except for pricing information for the
Offering, the Registration Statement, in the form in which it is declared effective by the SEC, will not contain any information
that describes a fact, event, occurrence or result that is materially adverse to the Company and that is not described in the draft
Registration Statement provided to the Purchaser for its review prior to entering into this Agreement.


 


(j)          Investment
Company. The Company is not and, after giving effect to the offering and sale of the Purchased Shares, the consummation of
the Offering and the application of the proceeds hereof and thereof, will not be an “investment company,” as such term
is defined in the U.S. Investment Company Act of 1940, as amended.


 


(k)          Regulation
S. No directed selling efforts (as defined in Rule 902 of Regulation S under the Securities Act) have been made by any of the
Company, any of its affiliates or any person acting on its behalf with respect to the Purchased Shares that are not registered
under the Securities Act; and none of such persons has taken any actions that would result in the sale of the Purchased Shares
to the Purchaser under this Agreement requiring registration under the Securities Act; and the Company is a “foreign issuer”
(as defined in Regulation S).


 






     


     


    

 


(l)          Events
Subsequent to Most Recent Fiscal Period. Since September 30, 2014 until the date hereof and to the Closing Date, there has
not been any event, fact, circumstance or occurrence that has had or would reasonably be expected to have a Material Adverse Effect.
As used herein, “Material Adverse Effect” shall mean any event, fact,
circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrences, results
in or would reasonably be expected to result in a material adverse change in or a material adverse effect on any of (i) the
financial condition, assets, liabilities, results of operations, business, or operations of the Company or its Subsidiaries taken
as a whole, except to the extent that any such Material Adverse Effect results from (x) changes in generally accepted accounting
principles that are generally applicable to comparable companies or (y) changes in general economic and market conditions
applicable to comparable companies to the same extent; or (ii) the ability of the Company to consummate the transactions contemplated
by this Agreement and to timely perform its obligations under the Agreement.


 


(m)          Litigation.
There are no actions by or against the Company or its Subsidiaries or affecting the business or any of the assets of the Company
or its Subsidiaries pending before any governmental authority, or, to the Company’s knowledge, threatened to be brought by
or before any governmental authority, that has had or would reasonably be expected to have a Material Adverse Effect.


 


Section 2.2           Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof
and as of the Closing Date, as follows:


 


(a)          Due
Formation. The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The
Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.


 


(b)          Authority.
The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder.
The execution and delivery by the Purchaser of this Agreement and any agreements, certificates, documents and instruments to be
executed and delivered by the Purchaser pursuant to this Agreement, and the performance by the Purchaser of its obligations hereunder
have been duly authorized by all requisite actions on its part.


 


(c)          Valid
Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.


 


(d)          Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate
any provision of the organizational documents of the Purchaser or violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser
is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation
of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract,
lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which
any of the Purchaser’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Purchaser
that questions the validity of this Agreement or the right of the Purchaser to enter into this Agreement or to consummate the transactions
contemplated hereby.


 






     


     


    

 


(e)          Consents
and Approvals. Neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser
of any of the transactions contemplated hereby, nor the performance by the Purchaser of this Agreement in accordance with its terms
requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public
body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing
Date.


 


(f)          Status
and Investment Intent.


 


(i)          Experience.
The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment,
including a complete loss of its investment.


 


(ii)         Purchase
Entirely for Own Account. The Purchaser is acquiring the Purchased Shares for its own account for investment purposes only
and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have
any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the
Purchased Shares in violation of the Securities Act or any other applicable state securities law.


 


(iii)        Solicitation.
The Purchaser (x) was not identified or contacted through the marketing of the Offering and (y) did not contact the Company
as a result of any general solicitation.


 


(iv)        Information.
The Purchaser has consulted to the extent deemed appropriate by the Purchaser with the Purchaser’s own advisers as to the
financial, tax, legal and related matters concerning an investment in the Purchased Shares.


 


(v)         Not
U.S. Person. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.


 


(vi)        Offshore
Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant
hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased
Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.


 


(vii)       FINRA.
The Purchaser does not, directly or indirectly, own more than five per cent of the outstanding common stock (or other voting securities)
of any member of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or a holding company for a FINRA member, and is not otherwise a “restricted person” for the purposes of the Free-Riding
and Withholding Interpretation of FINRA.


 






     


     


    

 


ARTICLE
III


 


COVENANTS


 


Section 3.1           Lock-up.
The Purchaser shall, concurrently with the execution of this Agreement, enter into a lock-up agreement (the “Lock-up
Agreement”) in the form attached hereto as Exhibit A.


 


Section 3.2           Distribution
Compliance Period. The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States
or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.


 


Section 3.3           Further
Assurances. From the date of this Agreement until the Closing Date, the Company and the Purchaser shall use their reasonable
best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated
hereby.


 


ARTICLE
IV


 


INDEMNIFICATION


 


Section 4.1           Indemnification.
Each of the Company and the Purchaser (an “Indemnifying Party”) shall
indemnify and hold each other and their directors, officers, employees, advisors and agents (collectively, the “Indemnified
Party”) harmless from and against any losses, claims, damages, fines, expenses and liabilities of any kind or
nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any
amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable
by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”)
resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in
this Agreement or in any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant
or agreement of such Indemnifying Party contained in this Agreement for reasons other than gross negligence or willful misconduct
of such Indemnified Party. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted
the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if
any.


 


Section 4.2           Third
Party Claims.


 


(a)          If
any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party
(a “Third Party Claim”) which such Indemnified Party believes would
give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party
shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such
claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”)
describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if
any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.


 






     


     


    

 


(b)          Upon
receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense
of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that
the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying
Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement
or compromise shall be permitted hereunder only with the written consent of the Indemnified Party.


 


(c)          If
requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest,
including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against
any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect
to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be
entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement
of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b).


 


(d)          In
the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election
within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action
or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder
only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.


 


Section 4.3           Other
Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does
not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the
“Indemnity Notice”) describing in reasonable detail the nature of
the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the
Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified
Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the
Indemnifying Party shall be deemed to have accepted and agreed with such claim.


 


Section 4.4           Cap.
Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect
to any Losses in excess of the Purchase Price.


 






     


     


    

 


ARTICLE
V


 


MISCELLANEOUS


 


Section 5.1           Survival
of the Representations and Warranties. All representations and warranties made by any Party hereto shall survive for
two years and shall terminate and be without further force or effect on the second anniversary of the date hereof, except as to
(i) any claims thereunder which have been asserted in writing pursuant to Section 4.1 against the Party making such
representations and warranties on or prior to such second anniversary, and (ii) the Company’s representations contained
in Section 2.1(a), (b), (c), (d) and (e) hereof, each of which shall survive indefinitely.


 


Section 5.2           Governing
Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the State of New
York without giving effect to the conflicts of law principles thereof. Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination (“Dispute”)
shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with
the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force. There shall be three arbitrators.
Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International
Arbitration Centre. The language to be used in the arbitration proceedings shall be English. Each of the Parties irrevocably waives
any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity,
immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings
against it arising out of or based on this Agreement or the transactions contemplated hereby.


 


Section 5.3           Amendment.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the parties hereto.


 


Section 5.4           Binding
Effect. This Agreement shall inure to the benefit of, and be binding upon, the Purchaser, the Company, and their respective
heirs, successors and permitted assigns.


 


Section 5.5           Assignment.
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser
without the express written consent of the other Party, except that the Purchaser may assign all or any part of its rights and
obligations hereunder to any affiliate of the Purchaser without the consent of the Company, provided that no such assignment shall
relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment
in violation of the foregoing sentence shall be null and void.


 


Section 5.6           Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given on the date of actual delivery if delivered personally to the Party hereto to whom notice is to be given, on the
date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery to Federal Express
properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return
receipt requested, postage paid, and properly addressed as follows:


 






     


     


    

 


	If to the Company, at:	 	Opera Limited
	 	 	Gjerdrums vei 19 
	 	 	0484 Oslo,
	 	 	Norway
	 	 	Tel: +47 2369-2400
	 	 	Attn: Aaron McParlan
	 	 	 
	with a copy to (which shall not constitute notice)	 	Benjamin W. James, Esq.
	 	 	26th Floor, Gloucester Tower, The Landmark
	 	 	15 Queen’s Road Central
	 	 	Hong Kong
	 	 	Fax: +852 3761-3301
	 	 	 
	If to the Purchaser, at:	 	
        Tospring Technology Limited

        Building 25, Aobei Cultural and Creative Garden, Baosheng

	 	 	
        South Road, Haidian District, Beijing, China

         

        Attn:     Anby You

        Fax:     +86 10 53275323

        E-mail: bixue.you@bitmain.com

	 	 	 
	with a copy to (which shall not constitute notice)	 	 


 


Any Party hereto may
change its address for purposes of this Section 5.6 by giving the other Party written notice of the new address in
the manner set forth above.


 


Section 5.7           Entire
Agreement. This Agreement and the Lock-up Agreement constitute the entire understanding and agreement between the Parties
with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the
Parties with respect to the matters covered hereby are merged and superseded by this Agreement.


 


Section 5.8           Severability.
If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether
in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from
the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all
other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.


 






     


     


    

 


Section 5.9           Fees
and Expenses. Except as otherwise provided in this Agreement, the Company and the Purchaser will bear their respective
expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated
hereby, including fees and expenses of attorneys, accountants, consultants and financial advisors.


 


Section 5.10        Confidentiality.
Each Party hereto shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby)
or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement
or the transactions contemplated hereby. Each Party hereto shall ensure that its affiliates, representatives and agents keep in
confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public
information.


 


Section 5.11        Specific
Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.


 


Section 5.12         Termination.
In the event that the Closings shall not have occurred by December 31, 2018, this Agreement shall be terminated with no further
force or effect, except for the provisions of Section 5.10, which shall survive any termination under this Section 5.12.


 


Section 5.13         Description
of the Purchaser.


 


(a)          The
Company shall afford the Purchaser a reasonable opportunity in which to review and comment on any description of the Purchaser
and/or the transactions contemplated by this Agreement with respect to the Purchaser that is to be included in the Registration
Statement filed after the date hereof, and the Company shall take into account such comments from the Purchaser.


 


(b)          The
Purchaser hereby consents and undertakes to promptly provide a description of its organization and business activities to the Company
(the “Purchaser Description”) to be used solely in the Registration
Statement and the prospectus therein, and hereby represents that the Purchaser Description will be true and accurate in all material
respects and will not be misleading in any material respect. Additionally, the Purchaser hereby consents to the filing of this
Agreement as an exhibit to the Registration Statement. Other than Purchaser Descriptions, the Company shall not include in the
Registration Statement or the prospectus therein any information regarding the Purchaser without the Purchaser’s prior written
consent.


 


(c)          The
Purchaser acknowledges that the Company will rely upon the truth and accuracy of the Purchaser Description, and the Purchaser agrees
to notify the Company promptly in writing if any of the content contained therein ceases to be accurate and complete or becomes
misleading.


 


Section 5.14         Headings.
The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do
not expressly or by implication limit, define or extend the specific terms of the section so designated.


 


Section 5.15         Execution
in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one
and the same instrument.


 


[signature pages
follow]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day and year first above written.


 


	 	Opera Limited
	 	 	 
	 	By:	/s/ Yahui Zhou
	 	Name:	Yahui Zhou
	 	Title:	Chairman and Chief Executive Officer


 


[Signature Page to the Subscription Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day and year first above written.


 


	 	TOSPRING TECHNOLOGY LIMITED
	 	 	 
	 	By:	/s/ WU Jihan
	 	Name:	WU Jihan
	 	Title:	Director


 


[Signature Page to the Subscription Agreement]


 




     


     


    

 


Schedule I


 


	Shareholders	 	Number of 
 ordinary shares	 	 	Percentage	 
	Kunlun Tech Limited	 	 	96,000,000	 	 	 	48.0	%
	Keeneyes Future Holding Inc.	 	 	39,000,000	 	 	 	19.5	%
	Qifei International Development Co., Ltd.	 	 	55,000,000	 	 	 	27.5	%
	Golden Brick Capital Private Equity Fund I, L.P.	 	 	10,000,000	 	 	 	5	%
	Total	 	 	200,000,000	 	 	 	100	%



 


[Schedule I]


 




     


     


    

 


Exhibit A 


 


FORM
OF Lock-Up LETTER


 


, 2018


 


China International Capital Corporation
Hong Kong Securities Limited


29th Floor, One International Finance Centre


1 Harbour View Street


Central, Hong Kong


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, NY 10013


United States


 


Dear Ladies and Gentlemen:


 


The undersigned understands that Citigroup
Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (each, a “Representative,” and collectively,
the “Representatives”) of the several underwriters (the “Underwriters”) under the Underwriting
Agreement, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Opera Limited,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”),
providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives,
of a certain number of Class A ordinary shares, par value US$0.0001 per share, of the Company, the “Ordinary Shares”)
in the form of American Depositary Shares (“American Depositary Shares”).


 


To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Underwriting Agreement (the “Restricted Period”) relating
to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Ordinary Shares or American Depositary Shares (collectively, the “Securities”)
beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for the Securities
or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of the Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating
to the Securities or other securities of the Company acquired in open market transactions after the completion of the Public Offering,
provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection
with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of
the Securities or any security convertible into the Securities as a bona fide gift, (c) distributions of shares of the Securities
or any security convertible into the Securities to limited partners or stockholders of the undersigned; provided that in
the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver to
the Representatives a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange
Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during
the Restricted Period, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer
of the Securities, provided that such plan does not provide for the transfer of the Securities during the Restricted Period
and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf
of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement
to the effect that no transfer of the Securities may be made under such plan during the Restricted Period. In addition, the undersigned
agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted
Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible
into or exercisable or exchangeable for the Securities. The undersigned hereby also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Securities unless
such transfer is in compliance with the foregoing restrictions.


 


[Exhibit A]


 






     


     


    

 


The undersigned understands that the Company
and the Underwriters are relying upon this letter in proceeding toward consummation of the Public Offering. The undersigned further
understands that this letter is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors
and assigns.


 


Whether or not the Public Offering actually
occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting
Agreement, the terms of which are subject to negotiation between the Company and the Representatives on behalf of the Underwriters.


 


This letter is governed by, and to be construed
in accordance with, the internal laws of the State of New York, without regard to the conflict of laws principles thereof.


 


	 	Very truly yours,
	 	 
	 	Tospring Technology Limited
	 	 
	
	
         /s/ Jihan Wu

	 	 
	 	(Name) Jihan Wu
	 	 
	
	
        P.O. Box 1239, Offshore 
Incorporations
        Centre, Victoria, Mahé, 
	 	Republic of Seychelles 
	 	 
	 	(Address)


 


[Exhibit A]