Exhibit 4.14


 


Amended and Restated Exclusive Option Agreement


 


This Amended and Restated
Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the [Execution Date]
in Beijing, the People’s Republic of China (“China” or the “PRC”):


 


		Party A:	[Name of 58 Home’s
WFOE], a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at [  ];



 


		Party B:	[Name of VIE Shareholder],
a limited liability company organized and existing under the laws of the PRC, with its address at [  ]; and



 


		Party C:	[Name of VIE], a limited
liability company organized and existing under the laws of the PRC, with its address at [  ].


 


In this Agreement, each
of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred
to as the "Parties".


 


Whereas:


 


		1.	Party B is a shareholder
of Party C and as of the date hereof holds [  ]% of equity interests of Party C, representing RMB[  ] in the registered
capital of Party C.


 


		2.	Party A and Party B executed
an Amended and Restated Loan Agreement (“Loan Agreement”) on [  ], according to which Party A confirmed that
it provided to Party B a loan in amount of RMB[  ], to be used for the purpose of subscribing for the equity interest in
Party C.


 


Now therefore, upon mutual
discussion and negotiation, the Parties have reached the following agreement:


 


		1.	Sale
and Purchase of Equity Interest


 


		1.1	Option Granted


 


In consideration
of the payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably
grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee")
to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party
A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such
right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be
entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby
agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall
refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


 


	 	1.2	Steps for Exercise of Equity Interest Purchase Option


 


Subject to the provisions of the
laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B
(the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's or the Designee’s decision to exercise
the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party
B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of
the Optioned Interests.


 






     


     


    

 


	 	1.3	Equity Interest Purchase Price


 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB[  ];
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C, the
purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party A
exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the
"Equity Interest Purchase Price").


 


	 	1.4	Transfer of Optioned Interests


 


For each exercise of the Equity
Interest Purchase Option:


 


	 	1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);


 


	 	1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.


 


	 	1.4.3	Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;


 


	 	1.4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. "Party B's Equity Interest Pledge Agreement" as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.


 


	 	1.5	Payment


 


The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for
repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest
Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding
amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest
Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance
with applicable laws and regulations.


 


		2.	Covenants


 


	 	2.1	Covenants regarding Party C


 


Party B (as the shareholders of
Party C) and Party C hereby covenant as follows:


 


	 	2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;


 






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	 	2.1.2	They shall maintain Party C's corporate existence in accordance with good financial and business standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating its business and handling its affairs;


 


	 	2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;


 


	 	2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;


 


	 	2.1.5	They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;


 


	 	2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);


 


	 	2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;


 


	 	2.1.8	They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;


 


	 	2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;


 


	 	2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;


 


	 	2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;


 


	 	2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;


 


	 	2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and


 


	 	2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the director(s) of Party C.


 


	 	2.1.15	Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates.


 


	 	2.1.16	Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A.


 






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	 	2.2	Covenants of Party B


 


Party B hereby covenants as follows:


 


		2.2.1	Without the prior written
consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest
in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance
with Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney;


 


	 	2.2.2	Party B shall cause the shareholders' meeting and/or the director(s) of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the interest placed in accordance with Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney;


 


	 	2.2.3	Party B shall cause the shareholders' meeting or the director(s) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;


 


	 	2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;


 


	 	2.2.5	Party B shall cause the shareholders' meeting or the director(s) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;


 


	 	2.2.6	To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;


 


	 	2.2.7	Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of Party A;


 


	 	2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by the other existing shareholders of Party C to Party A (if any); and


 


	 	2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws.


 


	 	2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.


 


		3.	Representations
and Warranties


 


Party B and Party C hereby represent
and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests,
that:


 


		3.1	They have the authority
to execute and deliver this Agreement and any equity interest transfer contracts to which they are parties concerning the Optioned
Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement
and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement
upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they
are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in
accordance with the provisions thereof;


 






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	 	3.2	Party B and Party C have obtained any and all approvals and consents from government authorities and third parties (if required) for execution, delivery and performance of this Agreement.


 


	 	3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;


 


	 	3.4	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests;


 


	 	3.5	Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;


 


	 	3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.


 


	 	3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and


 


	 	3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.


 


		4.	Effective
Date


 


This Agreement
shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party
C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 


		5.	Governing
Law and Resolution of Disputes


 


		5.1	Governing law


 


The execution,
effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder
shall be governed by the laws of PRC.


 


	 	5.2	Methods of Resolution of Disputes


 


In the event
of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute
through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's
request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to
the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The
arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be
final and binding on all Parties.


 


		6.	Taxes
and Fees


 


Each Party
shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the
laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation
of the transactions contemplated under this Agreement and the Transfer Contracts.


 






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		7.	Notices


 


		7.1	All notices and other
communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered
mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.
A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively
given shall be determined as follows:


 


	 	7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.


 


	 	7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).


 


	 	7.2	For the purpose of notices, the addresses of the Parties are as follows:


 


	 	Party A:	[Name of 58 Home’s WFOE]
	 	Address:	 
	 	Attn:	 
	 	Phone:	 


 


	 	Party B:	[Name of VIE Shareholder]
	 	Address:	 
	 	Phone:	 


 


	 	Party C:	[Name of VIE]
	 	Address:	 
	 	Attn:	 
	 	Phone:	 


 


	 	7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.


 


		8.	Confidentiality


 


The Parties
acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties
in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain
confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not
disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the
public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed
pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities;
or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding
the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall
be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information
by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party,
which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for
any reason.


 


		9.	Further
Warranties


 


The Parties
agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and
purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of
the provisions and purposes of this Agreement.


 






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		10.	Breach
of Agreement


 


		10.1	If Party B or Party
C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and require
the Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein;


 


	 	10.2	If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate this Agreement in any event unless otherwise required by applicable laws.


 


		11.	Miscellaneous


 


	 	11.1	Amendment, change and supplement


 


Any amendment, change and supplement
to this Agreement shall require the execution of a written agreement by all of the Parties.


 


	 	11.2	Entire agreement


 


Except for the amendments, supplements
or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached
by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this Agreement.


 


	 	11.3	Headings


 


The headings of this Agreement are
for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.


 


	 	11.4	Language


 


This Agreement is written in both
Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.


 


	 	11.5	Severability


 


In the event that one or several
of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


	 	11.6	Successors


 


This Agreement shall be binding
on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


 


	 	11.7	Survival


 


	 	11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.


 


		11.7.2	The provisions of Sections
5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement.


 






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		11.8	Waivers


 


Any Party may waive the terms and
conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties.
No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party
with respect to any similar breach in other circumstances.


 




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IN WITNESS WHEREOF, the
Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.


 


	Party A:	[Name of 58 Home’s WFOE]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Party B:	[Name of VIE Shareholder]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Party C:	[Name of VIE]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






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