Exhibit 4.25





 


Execution
Version


 


SERIES A PREFERRED SHARES Subscription
AGREEMENT


 


THIS SERIES A PREFERRED
SHARES Subscription AGREEMENT (the “Agreement”)
is made and entered into as of October 12, 2015 by and among:


 


		1.	58 Daojia Inc., a company incorporated under the Laws
(as defined in Section 3.01) of the British Virgin Islands with its registered office located at Commerce House, Wickhams
Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”);



 


		2.	58 Daojia Holdings Limited, a company incorporated under
the Laws of Hong Kong with its registered office located at Suite 1203, 12/F Ruttonjee HSE, 11 Duddell St., Central, Hong Kong
(“Daojia HK”);



 


		3.	Beijing 58 Daojia Information Technology Co., Ltd (北京五八到家信息技朮有限公司),
a limited liability company incorporated under the Laws of the People’s Republic of China (not including the Hong Kong Special
Administrative Region, the Macao Special Administrative Region or Taiwan, the “PRC”)
with its registered office located at D-101A-123, #B-2, Zhongguancun Dongsheng Technology Park, 66 Xixiaokou Road, Haidian District,
Beijing, PRC (the “WFOE”);



 


		4.	Tianjin 58 Daojia Life Services Co., Ltd (天津五八到家生活服务有限公司),
a limited liability company incorporated under the Laws of the PRC (“Tianjin
Daojia” and together with the WFOE, the “PRC
Companies” and each a “PRC Company”);



 


		5.	58.com Inc., a company incorporated under the Laws of
the Cayman Islands, with its registered office located at Codan Trust Company (Cayman) Limited, Cricket Square, P.O. Box 2681,
Grand Cayman KY1-1111 (“58.com” or an “Investor”
and, together with the New Investors (as defined below), the “Investors”);



 


		6.	Chen Xiaohua (陈小华)
(Chinese ID No.                   );



 


		7.	Bai Ou (白鸥)
(Chinese ID No.                    );



 


		8.	Yao Jinbo (姚劲波)
(Chinese ID No.                    );



 


		9.	Trumpway Limited, a company incorporated under the laws
of the British Virgin Islands with its registered office located at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola,
British Virgin Islands and wholly owned by Chen Xiaohua (陈小华)
(“Trumpway”);



 


		10.	Cloud Knight Holdings Limited, a company incorporated
under the laws of the British Virgin Islands with its registered office located at P.O. Box 957, Offshore Incorporation Centre,
Road Town, Tortola, British Virgin Islands and wholly owned by Bai Ou (白鸥)
(“Cloud Knight”);



 




     


     


    

 


		11.	Nihao China Corporation, a company incorporated under
the laws of the British Virgin Islands with its registered office located at Trinity Chambers, P.O. Box 4301, Road Town, Tortola,
British Virgin Islands and wholly owned by Xinyi Limited, a company incorporated under the Laws of The Bahamas which in turn is
wholly owned by Credit Suisse Trust Limited as trustee of The Xinyi Trust with Mr. Yao Jinbo as settlor and Mr. Yao Jinbo and
his family members as beneficiaries (together with Trumpway and Cloud Knight, the “SPVs”; and the SPVs, Chen Xiaohua
(陈小华), Bai Ou (白鸥)
and Yao Jinbo (姚劲波) together, the “Management
Shareholders” and each a “Management Shareholder”); and



 


		12.	Persons listed on Schedule A attached hereto other
than 58.com (each an “Investor” or a “New
Investor”, collectively the “New Investors”).



 


The Company, Daojia
HK, the WFOE and Tianjin Daojia are referred to collectively herein as the “Group”
or the “Group Companies”, and each, a “Group
Company”.


 


RECITALS


 


A.           Prior
to the execution of this Agreement, the Group Companies and 58.com have adopted a plan for the spinoff of the Company from 58.com
in the form attached hereto as Exhibit A (the “Spinoff Plan”);


 


B.           Tianjin
Daojia is engaged in the business of providing local life services (the “Business”);


 


C.           The
Company desires to issue and allot to the Investors, and each of the Investors desires to subscribe and pay for, a certain number
of series A convertible preferred shares, with a par value of US$0.00001 per share (the “Series
A Preferred Shares”), on the terms and subject to the conditions set forth in this Agreement; and


 


D.           The
parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth
herein on the terms and subject to the conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound hereto hereby agree as
follows:


 


Article
I



Issuance and Subscription


 


Section 1.01         Subscription
of Purchased Shares.


 


Subject to the terms
and conditions set forth in this Agreement, at the Closing (as defined in Section 1.03), the Company shall issue and allot
to each Investor, and each Investor shall, severally and not jointly, subscribe and pay for, the number of Series A Preferred Shares
as set forth opposite the name of such Investor on Schedule A attached hereto (the “Purchased
Shares”), at a price of US$7.3529 for each Series A Preferred Share, amounting to an aggregate purchase price
(assuming the subscription by each Investor of its allocable Purchased Shares) of US$300,000,000 (the “Purchase Price”).
The Series A Preferred Shares shall have the rights, preferences, privileges and restrictions as set forth in the Amended and Restated
Memorandum and Articles of Association of the Company in the form attached hereto as Exhibit B (the “Restated
Articles”).


 




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Section 1.02         Transfer
of Funds.


 


The Purchase Price
shall be paid at Closing by wire transfer of United States dollars in immediately available funds to the account of the Company
in accordance with the wire transfer instructions set forth on Schedule E hereto.


 


Section 1.03         Post-Investment
Capitalization Structure.


 


Following the closing
of the issuance and subscription of the Purchased Shares pursuant to this Agreement (the “Closing”), the post-investment
capitalization structure of the Company shall be as set forth in Part II of Schedule C attached hereto.


 


Section 1.04         Stamp
Taxes.


 


The Company shall bear
and pay any British Virgin Islands stamp Tax, stamp duty, stamp duty reserve Tax or similar Tax (as defined in Section 3.11)
due in connection with the issuance and subscription of the Purchased Shares, if any.


 


Article
II



CLOSING; DELIVERY


 


Section 2.01         Closing.
The Closing shall be conducted remotely by the exchange of documents and signatures as soon as practicable, but in no event later
than thirteen (13) Business Days following the satisfaction or waiver of all of the conditions set forth in Article VII
and Article VIII hereof, as confirmed in writing by the Investors and the Company, or at such other place or at such other
time or on such other date as the Company and the Investors may mutually agree in writing. The purchase of all the Purchased Shares
by the Investors shall be completed simultaneously at the Closing. For the avoidance of doubt, no Investor shall be required to
consummate its purchase of any Purchased Shares (as contemplated hereunder) at the Closing unless the other Investors also consummate
their respective purchases of the Purchased Shares. “Business
Day” means any calendar day other than a Saturday or Sunday on which banks are ordinarily open for general business
in: the United States of America; the Cayman Islands; the British Virgin Islands; Hong Kong and the PRC.


 


Section 2.02         Delivery.


 


At the Closing, against
payment by each Investor of its portion of the Purchase Price pursuant to Section 1.01, and in addition to any items the
delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to Article VII,
the Company shall deliver to each Investor (i) a copy of the updated register of members of the Company showing such Investor as
the holder of the Purchased Shares purchased by such Investor hereunder, duly certified by the registered agent of the Company,
(ii) one or more certificates evidencing the Purchased Shares purchased by such Investor hereunder and (iii) a copy of the updated
register of directors of the Company evidencing the appointment of the directors of the Company in accordance with Section 7.06,
duly certified by the registered agent of the Company.


 




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Article
III



REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS


 


The Group Companies
and 58.com (collectively, the “Warrantors” and
individually, a “Warrantor”) hereby jointly
and severally represent and warrant to each Investor, subject to the disclosures set forth in the disclosure schedule delivered
to the Investors (the “Disclosure Schedule”,
which disclosures shall be deemed to be disclosed to the Investors and to qualify the representations and warranties of the Warrantors
to the Investors only to the extent that it is reasonably apparent from a reading of such disclosures that such disclosures are
relevant to a particular representation and warranty and such disclosures include sufficient details to assess the nature and scope
of the matter disclosed), as of the date hereof and as of Closing (unless otherwise specified), the following (it being understood
that for purposes of the following representations and warranties, “to
the knowledge of the Warrantors” or words of similar effect shall mean the actual knowledge of, with respect to
each such Warrantor, the individuals listed in Section 3.00 of the Disclosure Schedule, and that knowledge which should have been
acquired by each such individual after such due and diligent inquiries by such individual as a prudent business person would have
made or exercised in the management of his or her business affairs):


 


Section 3.01         Organization,
Standing and Qualification.


 


Each Warrantor is duly
organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the
Laws of the place of its incorporation or establishment and has all requisite legal and corporate power and authority to own, lease
and operate its properties and assets and to carry on its business as now conducted, and to perform each of its obligations hereunder
and under any agreement contemplated hereunder to which it is a party. Each Warrantor is duly qualified to do business and is in
good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction where failure to be so qualified would have
a material adverse effect on the condition (financial or otherwise), prospects, assets or Liabilities (as defined below) relating
to, or results of operation of or business as presently conducted and intended to be conducted of any Group Company (a “Material
Adverse Effect”). The Company was formed solely to acquire and hold equity interests in the WFOE and since its
formation has not engaged in any other business and has not incurred any Liability. “Liabilities” means, with
respect to any Person, all debts, obligations, liabilities owed by such Person of any nature, whether accrued, absolute, contingent
or otherwise, and whether due or to become due. The business license and articles of association of each of the PRC Companies is
in full force and effect under, and in compliance with, the Laws of the PRC. “Law” or “Laws”
means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental
Authority and any Governmental Order. “Governmental Authority” means any nation or government or any federation,
province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency,
department, board, commission or instrumentality of the PRC, the Hong Kong Special Administrative Region, the Cayman Islands, the
British Virgin Islands or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory
organization. “Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena,
mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding
by, before or under the supervision of any Governmental Authority.


 




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Section 3.02         Capitalization.


 


(a)          Shares.
As of the date hereof, the Company is authorized to issue a maximum of 200,000,000 ordinary shares of a single class, with a par
value of US$0.00001 per share (the “Ordinary Shares”),
of which 90,980,000 Ordinary Shares are issued and outstanding. The Company will be authorized to issue, immediately following
registration of the Restated Articles (as defined below) at the BVI Registrar of Corporate Affairs prior to the Closing, (i) 200,000,000
Class A ordinary shares, with a par value of US$0.00001 per share (the “Class A Ordinary Shares”), of which
83,100,000 will be issued and outstanding, (ii) 200,000,000 Class B ordinary shares, with a par value of US$0.00001 per share (the
“Class B Ordinary Shares”), of which 1,880,000 will be issued and outstanding, (iii) 200,000,000 Class C ordinary
shares, with a par value of US$0.00001 per share (the “Class C Ordinary Shares”), of which 6,000,000 will be
issued and outstanding, and (iv) 40,800,000 Series A Preferred Shares, none of which will be issued and outstanding. The rights,
privileges and preferences of the Class A Ordinary Shares, Class B Ordinary Shares, Class C Ordinary Shares and Series A Preferred
Shares are set out in the Shareholders Agreement (as defined below) and/or the Restated Articles.


 


(b)          Options.
Except for up to 9,020,000 Ordinary Shares (and options and warrants therefor) and 11,020,000 Class A Ordinary Shares (and options
and warrants therefor) reserved as of the date hereof and immediately following the Closing, respectively, for issuance to directors,
employees and advisors of the Group Companies pursuant to the Company’s 2015 Share Incentive Plan approved by the board of
directors of the Company (the “Board”) as of
February 10, 2015 and to be amended and restated on the Closing Date (the “2015 Plan”), and as contemplated
hereby and by the other Transaction Documents (as defined below) and/or the Restated Articles, there are no options, restricted
stock, restricted stock units, stock appreciation rights, phantom stock, profits interests, warrants, conversion privileges, agreements
or rights of any kind (except for the Investor Rights Agreement, dated as of June 30, 2014, by and between 58.com, Ohio River Investment
Limited (“Ohio River”) and other parties thereto (the “Investor Rights Agreement”)) with
respect to the issuance or purchase of, or valued by reference to, in whole or in part, the Equity Securities of the Company or
any other Group Company. Apart from the shareholders agreement to be entered into at the Closing (the “Shareholders
Agreement”) in the form attached hereto as Exhibit C, no Group Company is a party to any contract that
would subject any of its Equity Securities (including the Purchased Shares and other Preferred Shares in the case of the Company),
or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by such Group Company, to any
preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of such Group
Company or any other Person). No Group Company is a party or subject to any agreement that affects or relates to the voting or
giving of written consents with respect to, or the right to cause the registration, redemption, or repurchase of, any of its outstanding
Equity Securities. “Equity Securities” means, with respect to a Person, any shares, share capital, registered
capital, ownership interest, equity interest, or other securities of such Person, and any option, warrant, or right to subscribe
for, acquire or purchase any of the foregoing, or any other security or instrument convertible into or exercisable or exchangeable
for any of the foregoing, or any equity appreciation, phantom equity, equity plans or similar rights with respect to such Person,
or any contract of any kind for the purchase or acquisition from such Person of any of the foregoing, either directly or indirectly.


 




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(c)          Issuance
and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for)
in compliance with all applicable Laws, preemptive rights of any Person, and applicable contracts and are fully paid and non-assessable.
All share capital of each Group Company is and as of the Closing shall be free of any and all Encumbrances (except as provided
under the Transaction Documents and pursuant to applicable Laws). There are no (i) resolutions pending to change the share capital
of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (ii) dividends which have accrued
or been declared but are unpaid by any Group Company. “Encumbrance”
means any claim, mortgage, lien, pledge, title defect, easement, adverse claim, restrictive covenant, option, charge, security
interest, encumbrance or other similar right of any third parties or other restriction or limitation of any kind whatsoever, including
any restriction on the use, voting, transfer, receipt of income, or exercise of any attributes of ownership, whether voluntarily
incurred or arising by operation of law, and includes any agreement to grant any of the foregoing in the future.


 


(d)          Vesting.
No contract of any Group Company relating to its Equity Securities provides for acceleration of vesting (or lapse of a repurchase
right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any
event or combination of events. No Group Company has ever adjusted or amended the exercise price of any share options previously
awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means.


 


(e)          Immediately
upon the Closing, the Company’s ownership structure shall be as set forth in Part II of Schedule C attached hereto.


 


Section 3.03         Subsidiaries;
Group Structure.


 


(a)          As
of the date hereof, except for (i) Daojia HK, 100% of the share capital of which is owned by the Company and (ii) the WFOE, 100%
of the equity interest of which is owned by Daojia HK, the Company does not own or control, directly or indirectly, any equity
interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business
entity. The Company is not obligated to make any investment in or capital contribution in or on behalf of any other Person.


 


(b)          As
of the Closing, except for (i) Daojia HK, 100% of the share capital of which is owned by the Company, (ii) the WFOE, 100% of the
equity interest of which is owned by Daojia HK and (iii) Tianjin Daojia, which will be effectively controlled by the Company prior
to the Closing pursuant to the Control Agreements, the Company does not own or control, directly or indirectly, any equity interest
in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. “Control
Agreements” means collectively, such agreements as set forth in Section 3.02(b) of the Disclosure Schedule. As of the
Closing, none of Daojia HK and the PRC Companies is obligated to make any investment in or capital contribution in or on behalf
of any other Person.





 




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(c)          As
of the date hereof and the Closing, none of Daojia HK and the PRC Companies has any subsidiaries, owns or controls, directly or
indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity or maintains
any offices or branches or subsidiaries except as set forth in Section 3.03 of the Disclosure Schedule.


 


Section 3.04         Due
Authorization.


 


Each Warrantor has
all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, instrument
or certificate contemplated by this Agreement or to be executed by any party hereto in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, the Shareholders Agreement, the Spinoff Plan, the Business
Cooperation Agreement, the Strategic Cooperation Agreement, the 58.com Non-Compete (as defined in Section 7.21) and the Control
Agreements, the “Transaction Documents”) to the extent that it is a party and to carry out and perform its obligations
thereunder. All action on the part of each Warrantor, their respective officers, directors and shareholders necessary for (i) the
authorization, execution and delivery of, and the performance of the respective obligations of such Warrantor under the Transaction
Documents to which it is a party, the Restated Articles, or the certificate of incorporation or other equivalent corporate charter
document of any of the Group Companies (collectively, and with the Restated Articles in the case of the Company, the “Constitutional
Documents”), and (ii) in the case of the Company, the authorization, issuance, reservation for issuance, sale
and delivery of all of the Purchased Shares being issued and allotted under this Agreement and of the Ordinary Shares issuable
upon conversion of such Purchased Shares (the “Conversion Shares”) has been taken or will be taken prior to
the Closing. This Agreement has been duly executed and delivered by each Warrantor. Each of the Transaction Documents and the Constitutional
Documents is or will, upon its execution be a valid and binding obligation of each Warrantor that is a party thereto, enforceable
against such Warrantor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar Laws of general application affecting creditors’ rights generally and to general equitable
remedies.


 


Section 3.05         Valid
Issuance of Purchased Shares.


 


(a)          The
Purchased Shares when issued, allotted, delivered and paid for in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and nonassessable and will be free of any Encumbrance, other than Encumbrances under the Transaction
Documents and the Constitutional Documents and under applicable securities Laws. The Conversion Shares have been validly reserved
for issuance and, upon issuance in accordance with the terms of the Restated Articles, will be validly issued, fully paid and nonassessable
and will be free of any Encumbrance, other than Encumbrances under the Transaction Documents and the Constitutional Documents,
and under applicable securities Laws. The issuance of the Purchased Shares is not subject to any preemptive rights, rights of first
refusal or similar rights.


 


(b)          All
currently outstanding capital shares of each Group Company are validly issued, fully paid and nonassessable, and all outstanding
shares, options, warrants and other securities of each Group Company have been issued in full compliance with the requirements
of all applicable securities Laws and regulations including, to the extent applicable, the registration and prospectus delivery
requirements of the United States Securities Act of 1933, as amended (the “Act”),
or in compliance with applicable exemptions therefrom, and all other provisions of applicable securities Laws and regulations,
including, without limitation, anti-fraud provisions.


 




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Section 3.06         Approvals.


 


All Approvals with
respect to or on the part of any Group Company or any Management Shareholder required in connection with its valid execution, delivery,
or performance of the transactions contemplated by this Agreement or the other Transaction Documents or the offer, sale, issuance
or reservation for issuance of the Purchased Shares or Conversion Shares have been obtained or will be obtained prior to the Closing.
Other than the consent of Ohio River pursuant to Section 2.05 of the Investor Rights Agreement, there is no other consent or Approval
required from any third party in order for Alibaba to increase, nor any other restriction preventing Alibaba from increasing, its
ownership interest in the Company following the Closing to 25% of the outstanding issued shares of the Company (on a fully-diluted
as converted basis) pursuant to the exercise of the right of participation of Alibaba under the Shareholders Agreement. “Approval”
means any approval, authorization, license, permit, release, order, or consent required to be obtained from, or any registration,
qualification, designation, declaration, filing, notice, statement or other communication required to be filed with or delivered
to, any Governmental Authority or any other Person, or any waiver of any of the foregoing.


 


Section 3.07         Offering.


 


The offer, sale and
issuance of the Purchased Shares and the Conversion Shares, as contemplated by the Transaction Documents, are exempt from the qualification,
registration and prospectus delivery requirements of the Act and any other applicable securities Laws.


 


Section 3.08         Liabilities.


 


Except (i) as set forth
in Section 3.08 of the Disclosure Schedule, (ii) as set forth in the Financial Statements (as defined in Section 3.10) that
have not been satisfied since the Statement Date (as defined in Section 3.10), and (iii) current liabilities incurred since
the Statement Date in the ordinary course of the Group’s business consistent with its past practices and which do not exceed
RMB1 million in the aggregate, no Group Company has any Liabilities.


 


Section 3.09         Constitutional
Documents.


 


The Constitutional
Documents of each Group Company are in the form provided to the Investors. Each Group Company has made available to the Investors
or its counsel a copy of its minute books, to the extent such Group Company keeps minute books. Such copy is true, correct and
complete, and contains all amendments and all minutes of meetings and actions taken by its shareholders and directors since the
time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material
respects.


 




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Section 3.10         Financial
Statements.


 


(a)          The
Company has delivered to the Investors true, correct and complete copies of (i) the audited balance sheet and statement of operations
and cash flows for Tianjin Daojia as of and for the twelve-month period ending on December 31, 2014 and (ii) the unaudited consolidated
balance sheet and statement of operations and cash flows for the Group as of and for the eight-month period ending August 31, 2015
(the “Statement Date”). The financial statements referred to in (i) above are referred herein as the “Audited
Financial Statements” and the financial statements referred to in (ii) above are referred herein as the “Unaudited
Financial Statements” (together with Audited Financial Statements, the “Financial Statements”). 
The Financial Statements (A) are complete and correct in all material respects, (B) have been prepared in accordance with the
Books and Records (as defined in Section 3.26) of Tianjin Daojia or the Group, as applicable and (C) were prepared in accordance
with the Applicable Accounting Principles applied on a consistent basis throughout the periods involved. Except for such line items
as set forth in Part 二 of the Spinoff Plan, the Audited
Financial Statements fairly present in all material respects the financial condition and position of Tianjin Daojia as of the date
indicated therein and the results of operations and cash flows of Tianjin Daojia for the period indicated therein. Except for such
line items as set forth in Part 二 of the Spinoff Plan, the
Unaudited Financial Statements fairly present in all material respects the financial condition and position of the Group as of
the date indicated therein and the results of operations and cash flows of the Group for the period indicated therein. “Applicable
Accounting Principles” means, in the case of the PRC Companies, the Accounting Standards for Business Enterprise (《企业会计准则》)
promulgated by the Ministry of Finance of the PRC, and, in the case of all other Group Companies, U.S. GAAP (as defined below).
All of the accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth
on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the ordinary course of business,
net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with
the Applicable Accounting Principles), and no further goods or services are required to be provided in order to complete the sales
and to entitle the applicable Group Company to collect in full. There are no material contingent or asserted claims, refusals to
pay, or other rights of set-off with respect to any accounts receivable of the Group Companies to the knowledge of the Warrantors.


 


(b)          The
financial projections and business plan provided by the Company to the Investors (including the Business Plan) were reasonably
prepared on a basis reflecting management’s best estimates, assumptions and judgments, at the time provided to the Investors,
as to the future financial performance of the Group.


 


Section 3.11         Changes.


 


Since the Statement
Date, except as expressly contemplated by this Agreement, the Control Agreements and the Spinoff Plan, the Group has operated
its business in the ordinary course consistent with its past practice, there has not been any Material Adverse Effect or any material
change in the way the Group conducts its business, no Group Company has entered into any transaction outside of the ordinary course
of business consistent with its past practice, and there has not been by or with respect to any Group Company:


 


(a)          any
purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material
to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business
consistent with its past practice, or any acquisition (by merger, consolidation or other combination, or acquisition of stock or
assets, or otherwise) of any business or other Person or division thereof;


 




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(b)          any
waiver, termination, settlement or compromise of a valuable right or of a material debt;


 


(c)          any
incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Encumbrance or (2) any indebtedness
or guarantee in excess of RMB1 million, or the making of any loan or advance (other than reasonable and normal advances to employees
for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of
any investment or capital contribution in excess of RMB1 million;


 


(d)          except
in the ordinary course of business consistent with its past practice, any amendment to any Group Company Contract, any entering
into of any new Group Company Contract, or any termination of any contract that would have been a Group Company Contract if in
effect on the date hereof, or any amendment to any Charter Document, or any amendment to or waiver under any Charter Document,
in each case except for as expressly provided for or disclosed in this Agreement;


 


(e)          any
declaration, setting aside or payment or other distribution in respect of any Equity Securities, or any direct or indirect redemption,
purchase or other acquisition of any Equity Securities;


 


(f)          any
damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial
condition, operations or business (as presently conducted) of any Group Company;


 


(g)          any
material change in accounting methods or practices or any revaluation of any of its assets;


 


(h)          entry
into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes
(as defined below), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect
of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material
amount of additional Tax or filing of any material amended Tax Return (as defined below);


 


(i)          any
commencement or settlement of any material Action; or


 


(j)          any
agreement or commitment to do any of the things described in this Section 3.11.


 


“Tax”
means (i) in the PRC: (A) any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including,
without limitation, all net income (including enterprise income tax and individual income withholding tax), turnover (including
value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including
land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate
tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension,
medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added
tax), and estimated and provisional taxes, charges, fees, levies, or other assessments of any kind whatsoever, (B) all interest,
penalties (administrative, civil or criminal), late payment surcharge or additional amounts imposed by any Governmental Authority
in connection with any item described in clause (A) above, and (C) any form of transferee liability imposed by any Governmental
Authority in connection with any item described in clauses (A) and (B) above, and (ii) in any jurisdiction other than the PRC:
all similar liabilities as described in clause (i) above. “Tax Return” means any return, report or statement
showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules
or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration
of estimated or provisional Tax.


 




    	 	10	 



     


    

 


Section 3.12         Title
to Properties and Assets.


 


(a)          Title.
Except as set forth in the Spinoff Plan, each Group Company has good and marketable title to all of its assets, whether real, personal
or mixed, purported to be owned by it (including but not limited to all such assets reflected in the Financial Statements), in
each case free of any Encumbrance. The foregoing assets collectively represent in all material respects all assets, rights and
properties necessary for the conduct of the business of the Group in the manner conducted during the periods covered by the Financial
Statements. Except for leased items, no Person other than a Group Company owns any interest in any such assets. All leases of real
or personal property to which a Group Company is a party are fully effective and afford the Group Company valid leasehold possession
of the real or personal property that is the subject of the lease. With respect to the material property and assets it leases,
except as set forth in Section 3.12(a) of the Disclosure Schedule, each Group Company is in compliance with such leases and such
Group Company holds valid leasehold interests in such assets free of any Encumbrance other than the existing rights of lessors
of such property and assets.


 


(b)          Real
Property. No Group Company owns any real property or has any easements, licenses, rights of way, or other interests in or to
real property. All leasehold properties of the Group are held under valid, binding and enforceable leases of a Group Company. Except
as set forth in the Spinoff Plan, there are no facilities, services, assets or properties shared with any other Person which is
not a Group Company, which are used in connection with the business of the Group.


 


(c)          Personal
Property. All machinery, vehicles, equipment and other tangible personal property owned or leased by a Group Company are (i)
in good condition and repair in all material respects (reasonable wear and tear excepted) and (ii) not obsolete or in need in any
material respect of renewal or replacement, except for renewal or replacement in the ordinary course of business.


 


(d)          Sufficiency
of Assets. As of the Closing, except as set forth in the Spinoff Plan, the assets of the Group Companies will include all assets,
tangible and intangible, necessary and sufficient to conduct the Business of the Group Companies in the manner in which it is currently
being conducted and currently proposed to be conducted.


 




    	 	11	 



     


    

 


Section 3.13         Intellectual
Property.


 


(a)          The
following terms, as used herein, have the following meanings:


 


		(i)	“Intellectual Property” means all
right, title and interest in or relating to intellectual property, whether protected, created or arising under the laws of the
United States or any other jurisdiction, including: (A) all patents and applications therefor, including all continuations, divisionals,
and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof;
(B) all trademarks, service marks, trade names, service names, brand names, d/b/a names, trade dress rights, corporate names,
trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill
associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof; (C) all Internet
domain names; (D) all copyrights and all mask work, database and design rights, whether or not registered or published, all registrations
and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof;
(E) all trade secrets and other proprietary confidential information; and (F) all other intellectual property rights arising from
or relating to Technology.



 


		(ii)	“Personal Information” means all information
from or about an individual person which is used or could be used to identify, contact or precisely locate the individual.



 


		(iii)	“Privacy Laws” means all laws in any
jurisdiction governing the receipt, collection, use, storage, processing, sharing, security, disclosure or transfer of Personal
Information, including all laws governing data breach notification.



 


		(iv)	“Software” means any and all computer
programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions,
flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation including
user manuals and other training documentation related to any of the foregoing.



 


		(v)	“Technology” means, collectively,
designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, results of research and development, Software,
tools, data, inventions, apparatus, creations, improvements, works of authorship and other similar materials, and all recordings,
graphs, drawings, analyses, and any other embodiments of the above, in any form whether or not specifically listed herein, and
all related technology, that are used, incorporated or embodied in or displayed by any of the foregoing or used in the design,
development, reproduction, sale, marketing, maintenance or modification of any of the foregoing.



 




    	 	12	 



     


    

 


(b)          Section
3.13(b) of the Disclosure Schedule sets forth an accurate and complete list of all registered Intellectual Property owned by the
Group Companies, 58.com or any Affiliate and used in the conduct of the Business of the Group Companies as currently conducted
and as currently proposed to be conducted (excluding know-how and trade secrets), including, for each such item of registered Intellectual
Property, the registration or application number and date (as applicable), the jurisdiction and the name of the registrant. Except
as set forth under the Spinoff Plan or in Section 3.13(b) of the Disclosure Schedule, as of the Closing, the Group Companies are
(or will be) the sole and exclusive owner of, or have (or will have) valid and continuing rights to use pursuant to a written agreement
all Intellectual Property and Technology used in the conduct of the Business of the Group Companies, free and clear of all Encumbrances
or obligations to others. As of the Closing, the Intellectual Property and Technology rights of the Group Companies will include
all of the Intellectual Property and Technology rights necessary and sufficient to conduct the Business of the Group Companies
in the manner in which it is currently being conducted and currently proposed to be conducted. The registered Intellectual Property
set forth on Section 3.13(b) of the Disclosure Schedule is subsisting and, to the knowledge of the Warrantors, valid and enforceable.


 


(c)          Except
for commercial off-the-shelf Software available for an aggregate license fee of no more than US$10,000 (which exception shall not
apply to any Open Source Software (as defined below)), Section 3.13(c) of the Disclosure Schedule sets forth a complete and accurate
list of all contracts to which a Group Company, 58.com or an Affiliate is a party pursuant to which a Group Company, 58.com or
an Affiliate grants or is granted rights to, in or under any Intellectual Property or Technology used in the conduct of the Business
of the Group Companies. None of the Group Companies, 58.com nor any Affiliate is in default under any such contract, nor, to the
knowledge of the Warrantors, is any other party to any such contract in default thereunder, and no event has occurred that with
the lapse of time or the giving of notice or both would constitute a default thereunder.


 


(d)          To
the knowledge of the Warrantors, none of the business and operations of the Group Companies or the Intellectual Property or Technology
owned by or licensed to the Group Companies, 58.com or an Affiliate and used in the conduct of the Business of the Group Companies
infringe, constitute an unauthorized use of, misappropriate or violate any Intellectual Property or other similar right of any
Person.


 


(e)          None
of the Group Companies, 58.com or an Affiliate is the subject of any pending or, to the knowledge of the Warrantors, threatened
Action by any Person against the Group Companies, 58.com or an Affiliate which involves a claim of infringement, unauthorized use,
misappropriation, dilution or violation of Intellectual Property or challenging the ownership, use, validity or enforceability
of the Intellectual Property owned by or licensed to the Group Companies, 58.com or an Affiliate and used in the conduct of the
Business of the Group Companies. None of the Group Companies, 58.com or an Affiliate has received written notice of any such threatened
claim and, to the knowledge of the Warrantors, there are no facts or circumstances that would form the basis for any such claim
or challenge.


 


(f)          To
the knowledge of the Warrantors, no Person is infringing, violating, misusing or misappropriating any Intellectual Property owned
by the Group Companies, 58.com or an Affiliate and used in the conduct of the Business of the Group Companies, and no such claims
have been made against any Person by the Group Companies, 58.com or an Affiliate.


 




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(g)          The
Group Companies, 58.com or an Affiliate have taken adequate security measures, consistent with standard practices in the industry
in which the Group Companies operate, to protect the secrecy, confidentiality and value of all the trade secrets and any other
non-public, proprietary information included in the Intellectual Property and Technology owned by or licensed to the Group Companies,
58.com or an Affiliate and used in the conduct of the Business of the Group Companies as currently conducted and as currently proposed
to be conducted. With respect to the Intellectual Property, trade secrets and other confidential information owned by the Group
Companies and the Intellectual Property, trade secrets and other confidential information owned by 58.com or any Affiliate and
licensed by any Group Company or used in the conduct of the Business of the Group Companies as currently conducted or as currently
proposed to be conducted, the Group Companies, 58.com or an Affiliate have executed valid, written agreements with all of their
past and present employees, contractors and consultants pursuant to which such employees, contractors and consultants have: (i)
agreed to hold all such trade secrets and other confidential information in confidence both during and after their engagement and/or
employment, and (ii) presently and irrevocably assigned to the Group Companies, 58.com or an Affiliate all their rights in and
to all Intellectual Property they develop or have developed in the course of their engagement and/or employment. No confidential
information owned by the Group Companies, or owned by 58.com or any Affiliate but used in the conduct of the Business of the Group
Companies as currently conducted or as currently proposed to be conducted, has been authorized to be disclosed or, to the knowledge
of the Warrantors, has been actually disclosed to any Person other than pursuant to a valid, written non-disclosure agreement restricting
the disclosure and use of such information both during and after the term of their engagement. No Person, other than the Group
Companies, 58.com or an Affiliate has any right, title or interest, directly or indirectly, in whole or in part, in any Intellectual
Property used in the conduct of the Business of the Group Companies as currently conducted or as currently proposed to be conducted
and developed by such employees, contractors or consultants.


 


(h)          Section
3.13(h) of the Disclosure Schedule sets forth an accurate and complete list of all (i) Software owned exclusively by the Group
Companies, 58.com or an Affiliate and used in the conduct of the Business of the Group Companies as currently conducted and as
currently proposed to be conducted, (ii) other Software material to the conduct of the Business of the Group Companies that is
not exclusively owned by the Group Companies, 58.com or an Affiliate, excluding commercial-off-the-shelf Software available on
reasonable terms for an aggregate license fee of no more than $10,000, and (iii) open source Software, freeware, public library
or other Software distributed under similar licensing or distribution models (collectively, “Open Source Software”)
material to the business practices, methods, products, services or operations of the Group Companies.


 


(i)          The
Software, hardware, servers, networks, interfaces databases, computer equipment and other information technology owned or used
by the Group Companies, 58.com or an Affiliate and used in the Business of the Group Companies (“Company Systems”)
are adequate for the business of the Group Companies as currently conducted and as currently proposed to be conducted. The Company
Systems have not suffered any material failure within the past three (3) years. The Group Companies maintain security, business
continuity and disaster recovery plans, procedures and facilities consistent with standard practices in the industry in which the
Group Companies operate. The Group Companies, 58.com or an Affiliate has secured all necessary license rights from third party
owners of Software, Intellectual Property and Technology utilized in connection with the Company Systems sufficient for the operation
of the Company Systems as currently conducted and as currently proposed to be conducted.


 




    	 	14	 



     


    

 


(j)          Except
as set forth on Section 3.13(j) of the Disclosure Schedule, no Open Source Software has been incorporated into any material Company
Systems or Software owned or licensed by the Group Companies, 58.com or an Affiliate and used in the conduct of the Business of
the Group Companies that would in any way obligate the Group Companies, 58.com or an Affiliate to disclose to any third party the
source code for any such Software. None of the Group Companies, 58.com nor an Affiliate has provided or is obligated to provide
to any third party the source code for any material Software owned or purportedly owned by the Group Companies, 58.com or any Affiliate
and used in the conduct of the Business of the Group Companies.


 


(k)          The
Group Companies, 58.com or an Affiliate during the conduct of the Business of the Group Companies, has complied in all material
respects with all applicable Privacy Laws.


 


Section 3.14         Group
Company Contracts and Obligations.


 


A true and complete list of the Group Company
Contracts (as defined below) is set forth in Section 3.14 of the Disclosure Schedule, a true, fully-executed copy of which (and
a written summary of each non-written Group Company Contract) has been delivered to the Investors. Each Group Company Contract
is a valid and binding agreement of the Group Company that is a party thereto, the performance of which does not and will not violate
any applicable Law or Governmental Order, and is in full force and effect, and such Group Company has duly performed all of its
obligations under each Group Company Contract to the extent that such obligations to perform have accrued, and no breach or default,
alleged breach or alleged default, or event which would (with the passage of time, notice or both) constitute a breach or default
thereunder by such Group Company or, to the knowledge of the Warrantors, any other party or obligor with respect thereto, has occurred,
or as a result of the execution, delivery, and performance of the Transaction Documents will occur. No Group Company has given
notice (whether or not written) that it intends to terminate a Group Company Contract or that any other party thereto has breached,
violated or defaulted under any Group Company Contract. No Group Company has received any notice (whether written or not) that
it has breached, violated or defaulted under any Group Company Contract or that any other party thereto intends to terminate such
Group Company Contract. For the purpose of this Agreement, the term “Group Company Contract” means any contract
to which a Group Company is bound that (a) involves obligations (contingent or otherwise) or payments in excess of US$500,000 individually
or in the aggregate per annum or that has an unexpired term in excess of one (1) year, (b) involves Intellectual Property that
is material to a Group Company (other than generally-available “off-the-shelf” shrink-wrap software licenses obtained
by the Group on non-exclusive and non-negotiated terms), (c) restricts the ability of a Group Company to compete or to conduct
or engage in any business or activity or in any territory, (d) relates to the sale, issuance, grant, exercise, award, purchase,
repurchase or redemption of any Equity Securities other than those pursuant to the 2015 Plan, (e) involves any provisions providing
exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation
or similar rights, or grants a power of attorney, agency or similar authority, (f) is with an officer, director, shareholder or
Affiliate (as defined in Section 9.04), (g) involves indebtedness, an extension of credit, a guaranty or assumption of any
obligation in excess of US$500,000, or the grant of an Encumbrance, (h) involves the lease, license, sale, use, disposition or
acquisition of a material amount of assets or of a business, (i) involves the waiver, compromise, or settlement of any material
dispute, claim, litigation or arbitration, (j) involves the ownership or lease of, title to, use of, or any leasehold or other
interest in, any real or personal property (except for personal property leases involving payments of less than US$500,000 per
annum), (k) involves the establishment, contribution to, or operation of a partnership, joint venture or involving a sharing of
profits or losses, or any investment in, loan to or acquisition or sale of the securities, equity interests or assets of any Person,
(l) is with any Persons identified in Schedule D (each, a “Key Employee”), (m) is with a Governmental
Authority or state-owned enterprise, (n) is a Control Agreement or (o) is otherwise material to the Group taken as a whole.


 




    	 	15	 



     


    

 


Section 3.15         Litigation.


 


Unless otherwise listed
in Section 3.15 of the Disclosure Schedule, there is no material notice, charge, claim, action, complaint, petition, investigation,
suit, arbitration or other proceeding, whether administrative, civil or criminal, whether at Law or in equity, and whether or not
before any mediator, arbitrator or Governmental Authority (“Action”)
pending or, to the knowledge of the Warrantors, currently threatened (orally or in writing) against any of the Group Companies
with respect to any Group Company’s activities (current or proposed), properties or assets. To the knowledge of the Warrantors,
there is no Action pending or threatened (orally or in writing) against any officer, director or employee of a Group Company in
connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any
Group Company. To the knowledge of the Warrantors, there is no factual or legal basis for any of the foregoing, including with
respect to any Action involving the prior employment of any of the employees of any Group Company, their use in connection with
such Group Company’s business of any information or techniques allegedly proprietary to any of their former employers or
their obligations under any agreements with prior employers. None of the Group Companies is a party to or subject to, and none
of their respective assets or properties is subject to, the provisions of any Governmental Order and there is no Action by any
Group Company currently pending or which it intends to initiate. No Governmental Authority has at any time challenged or questioned
in writing the legal right of any Group Company to conduct its business as presently being conducted or proposed to be conducted.
No Group Company has received any opinion or memorandum or advice from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability or disadvantage which may be material to its business.


 


Section 3.16         Compliance
with Laws.


 


(a)          Other
than as described in Section 3.16 of the Disclosure Schedule, each Group Company (including with respect to the ownership thereof,
the operation of its business and the ownership and use of its assets) is and has been in compliance with all applicable Laws in
all material respects.


 


(b)          The
business of each Group Company as now conducted and proposed to be conducted (including any business proposed to be conducted by
entities that are not currently existing as of the Closing) are in compliance with all Laws and regulations that may be applicable,
including without limitation all Laws of the PRC with respect to mergers, acquisitions, foreign investment and foreign exchange
transactions in all material respects.


 


(c)          No
event has occurred and no circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a
material violation by any Group Company of, or a failure on the part of such Group Company to comply in all material respects with,
any applicable Law or (ii) may give rise to any material obligation on the part of a Group Company to undertake, or to bear all
or any portion of the cost of, any material remedial action of any nature.


 




    	 	16	 



     


    

 


(d)          No
Group Company has received any notice from any Governmental Authority regarding (i) any actual, alleged, possible or potential
material violation of, or material failure to comply with, any applicable Law or (ii) any actual, alleged, possible or potential
material obligation on the part of such Group Company to undertake, or to bear all or any portion of the cost of, any material
remedial action of any nature. To the knowledge of the Warrantors, the Company is not under investigation with respect to a violation
of any applicable Law.


 


Section 3.17         Permits.


 


Each Group Company
has all franchises, consents, licenses, permits, approvals, certificates, orders, authorizations or registrations, qualifications,
designations, declarations or filings by or with any governmental authority necessary for its respective business and operations
as now conducted or planned to be conducted (including any special approvals or permits required under applicable Laws, the “Permits”).
Each Permit is valid and in full force and effect. No Group Company has received any written notice from any Governmental Authority
regarding any actual or possible default or violation of any Permit. To the knowledge of the Warrantors, no suspension, cancellation
or termination of any such Permits is pending, threatened or imminent.


 


Section 3.18         Certain
Regulatory Matters.


 


(a)          The
Management Shareholders and the Group Companies have obtained any and all Approvals from applicable Governmental Authorities and
have fulfilled any and all filing and registration requirements with applicable Governmental Authorities necessary in respect of
the Management Shareholders and their investment in the Group Companies, and in respect of the Group Companies and their operations,
respectively. All filings and registrations with applicable Governmental Authorities required in respect of the Group Companies,
the Management Shareholders, including but not limited to the registrations with the Ministry of Commerce (or any predecessors),
the Ministry of Information Industry, the State Administration of Industry and Commerce, the State Administration of Foreign Exchange
(“SAFE”), tax bureaus, customs authorities, product registration authorities, health regulatory authorities
and the local counterpart of each of such Governmental Authorities, as applicable, have been duly completed in accordance with
applicable Law. No Management Shareholder or Group Company has received any letter or notice from any applicable Governmental Authorities
notifying it of the revocation of any Approval issued to it or the need for compliance or remedial actions in respect of the activities
carried out directly or indirectly by any Management Shareholder or Group Company. Each Group Company has been conducting its business
activities within the permitted scope of business or is otherwise operating its businesses in full compliance in all material respects
with all relevant Laws and Governmental Orders. No Management Shareholder or Group Company has reason to believe that any Approval
requisite for the conduct of any part of its business which is subject to periodic renewal will not be granted or renewed by the
relevant Governmental Authorities.


 




    	 	17	 



     


    

 


(b)          To
the knowledge of the Warrantors, each holder or beneficial owner of Equity Securities of the Company (each, a “Company
Security Holder”), who is a “Domestic Resident” as defined in the Circular of the State Administration of
Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment
or Financing and in Return Investment via Special Purpose Vehicles (《关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》)
issued by the SAFE on July 4, 2014 and any successor rule or regulation under PRC law (“Circular 37”) has complied
with any applicable reporting and/or registration requirements under Circular 37 and any other applicable SAFE rules and regulations,
(collectively, the “SAFE Rules and Regulations”). Neither the Warrantors nor, to the knowledge of the Warrantors,
any of the Company Security Holders has received any oral or written inquiries, notifications, orders or any other forms of official
correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules
and Regulations and the Company and the Company Security Holders have made all oral or written filings, registrations, reporting
or any other communications required by SAFE or any of its local branches. The WFOE has obtained all certificates, approvals, permits,
licenses, registration receipts and any similar authorization necessary under PRC Laws to conduct foreign exchange transactions
(collectively, the “Foreign Exchange Authorization”) as now being conducted by it, and believes it can obtain,
without undue burden or expense, any such Foreign Exchange Authorization for the conduct of foreign exchange transactions as planned
to be conducted. All existing Foreign Exchange Authorization held by the WFOE is valid and the WFOE is not in default under any
of such Foreign Exchange Authorization.


 


Section 3.19         Compliance
with Other Instruments and Agreements.


 


(a)          None
of the Group Companies is or has been in, nor shall the conduct of its business as currently conducted result in, violation, breach
or default of any term of its Constitutional Documents, or material violation, breach or default of any term or provision of any
Group Company Contract or of any provision of any Governmental Order, statute, rule or regulation applicable to or binding upon
such Group Company. None of the activities, agreements, commitments or rights of any Group Company is invalid, or unauthorized.


 


(b)          The
execution, delivery and performance of and compliance with the Transaction Documents and the consummation of the transactions contemplated
hereby and thereby, will not result in (x) any such violation, breach or default, or be in conflict with or constitute, with or
without the passage of time or the giving of notice or both, a default under (i) the Constitutional Documents of any Group Company,
(ii) any Contract to which a Group Company is a party or by which it or its assets is bound or (iii) any applicable Law, except
in the case of clause (ii) and (iii) such violation, breach or default that would not be material to the Group taken as a whole,
(y) the creation or imposition of any material Encumbrance upon, or with respect to, any of the properties, assets or rights of
any Group Company, or (z) any termination, modification, cancellation, or suspension of any material right of, or any augmentation
or acceleration of any material obligation of, any Group Company.


 


Section 3.20         Registration
Rights.


 


Except as provided
in the Shareholders Agreement and as set forth in Section 3.20 of the Disclosure Schedule, no Group Company has granted or agreed
to grant any Person any registration rights (including piggyback registration rights) with respect to, nor is the Company obliged
to list, any of the Company’s shares (or the shares of any Group Company) on any securities exchange. Except as set forth
in Section 3.20 of the Disclosure Schedule or as contemplated under the Transaction Documents, there are no voting or similar agreements
which relate to the issued shares of the Company or any of the equity interests of the Group Companies.


 




    	 	18	 



     


    

 


Section 3.21         Financial
Advisor Fees.


 


There exists no agreement
or understanding between any Group Company and any investment bank, broker or other financial advisor under which such Group Company
may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.


 


Section 3.22         Tax
Matters.


 


(a)          Each
of the Group Companies has duly and timely filed (taking into account any extensions) all income and other material Tax Returns
with the appropriate Governmental Authority as required by applicable Law to have been filed by it and all such Tax Returns are
true, correct and complete in all respects. Each of the Group Companies has timely paid all Taxes due and payable by it to the
appropriate Governmental Authority. There are no Tax liens upon any property or assets of any of the Group Companies except for
statutory liens for current Taxes not yet due and payable or for those being diligently contested in good faith by appropriate
proceedings and sufficiently reserved for on the Company’s Financial Statements in accordance with Applicable Accounting
Principles. Each of the Group Companies has made full and adequate provisions in their Books and Records and Financial Statements
for all unpaid Taxes of each Group Company (as applicable), including all Taxes which are not yet due and payable.


 


(b)          All
Taxes which any Group Company was obligated to collect, deduct or withhold from amounts paid by any customer or other third party,
or owing to any employee, creditor or other third party, have been timely collected, deducted or withheld and paid to the appropriate
Governmental Authority. The Group Companies have provided to the Investors complete copies of (i) all Tax Returns of each Group
Company relating to taxable periods ending after December 31, 2013 and (ii) any audit report issued within the last three (3) years
relating to any Taxes due from or with respect to any Group Company.


 


(c)          No
Tax examination, audit, investigation, or administrative or judicial proceedings by any Governmental Authority are currently in
progress with respect to the Group Companies. None of the Group Companies has received any (i) notice from any Governmental Authority
indicating any intent to open an audit, investigation, or administrative or judicial proceeding in respect of any Tax or Tax Return,
or (ii) notice of deficiency or proposed adjustment for any unpaid Taxes by any Governmental Authority. All deficiencies asserted
or assessments made as a result of any audit or examination by any Governmental Authority of the Tax Returns of any of the Group
Companies have been fully paid.


 


(d)          Each
of the Group Companies (i) does not have, and has never had, a permanent establishment in any country other than the country in
which it is organized and resident and (ii) has never engaged in a trade or business in any country other than the country in which
it is organized and resident. None of the Group Companies has received any written claim from a Governmental Authority in a jurisdiction
where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction.


 




    	 	19	 



     


    

 


(e)          None
of the Group Companies is subject to any waivers or extensions of applicable statutes of limitation with respect to Taxes.


 


(f)          Each
Group Company is in compliance in all respects with all terms, conditions and formalities necessary for the continuance of any
Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement or order available under any
applicable Tax Law and each such Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement
or order is expected to remain in full effect throughout the current effective period thereof after the Closing Date, and no Group
Company has received any notice from any Governmental Authority to the contrary. Each of the Group Companies is in compliance with
all transfer pricing requirements in all jurisdictions in which it is required to comply with applicable transfer pricing regulations,
and all the transactions between any Group Company and other related persons (including any Group Company) have been effected on
an arm’s length basis. The transactions contemplated under this Agreement and the other Transaction Documents are not in
violation of any applicable Law regarding Taxes, and will not result in any Tax exemption, Tax holiday, Tax credit, Tax incentive,
Tax refund or similar item being revoked, cancelled or terminated, or trigger any Tax liability for any Group Company.


 


(g)          None
of the Group Companies (i) is subject to any waivers or extensions of applicable statutes of limitations with respect to Taxes
for any year, (ii) has any liability for the Taxes of any Person other than the Group Companies by reason of state, local or foreign
Law, contract, assumption, transferee or successor liability, operation of law or otherwise, (iii) has ever been a member of an
affiliated, consolidated, combined or unitary group filing for U.S. federal, US state or non-U.S. income Tax purposes, (iv) is
party to or bound by any Tax sharing agreement, Tax indemnity or similar agreement in favor of any person with respect to Taxes
(including any advance pricing agreement or other similar agreement relating to Taxes with any taxing authority) other than customary
provisions contained commercial agreements entered into in the ordinary course of business the primary purpose of which does not
relate to Taxes, (v) is subject to any private letter ruling or any comparable Tax rulings of any Governmental Authority, (vi)
has entered into any agreement or arrangement with any Governmental Authority that requires it to take any action or to refrain
from taking any action or is a party to any agreement with any Governmental Authority that would be terminated or adversely affected
as a result of the transactions contemplated by this Agreement, (vii) will be required under applicable Tax law (A) to report any
amount of taxable income for any taxable period beginning after the date on which the Closing occurs (the “Closing Date”)
which taxable income was realized (or reflects economic income arising) prior to the Closing Date or (B) to exclude qualification
for Tax exemption, Tax holiday, Tax credit, Tax incentive or Tax refund for any taxable period beginning after the Closing Date
with respect to any such qualification for Tax exemption, Tax holiday, Tax credit, Tax incentive or Tax refund that was present
prior to the Closing Date as a result of a change in a method of accounting occurring prior to the Closing Date, (viii) is a “surrogate
foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section
7874(b) of the Code, (ix) has an election in effect under Section 897(i) of the Code to be treated as a United States corporation
or (x) has incurred any Taxes after the Statement Date other than in the ordinary course of business. “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 




    	 	20	 



     


    

 


(h)          Each
of the Group Companies is, and has been since its inception, treated and properly classified as an association taxable as a corporation
for U.S. federal income Tax purposes.


 


(i)          For
the purposes of this Section 3.22, references to any Group Company shall include any entity that was merged with or liquidated
or converted into such Group Company.


 


Section 3.23         Interested
Party Transactions.


 


(a)          Except
as otherwise disclosed in Section 3.23 of the Disclosure Schedule, no officer, director or director-level or above employee (including
the Key Employees) of any Group Company or any “Affiliate”
or “Associate” (as used in this Section 3.23(a), as such terms are defined in Rule 405 promulgated under
the Act) of any such Person (each such officer, director, employee, Affiliate and Associate, an “Interested Party”)
has any agreement (whether oral or written), understanding, proposed transaction with, or is indebted to, any Group Company, nor
is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any such Person (other than for accrued
salaries, reimbursable expenses or other standard employee benefits) (any such agreement, understanding, proposed transaction or
indebtedness, an “Interested Party Transaction”). Each Interested Party Transaction is on terms and conditions
as favorable to the applicable Group Company as would have been obtainable by it at the time in a comparable arm’s-length
transaction with an unrelated party.


 


(b)          No
Interested Party has any direct or indirect ownership interest in, or any agreement or other arrangement or undertaking, whether
oral or written, with, any Person with which a Group Company has a material business relationship, or any Person that competes
with a Group Company. No Interested Party has or has had, either directly or indirectly, an interest in any material contract or
agreement to which a Group Company is a party or by which it may be bound or affected. None of the Group Companies is indebted,
directly or indirectly, to any Interested Party, in any amount whatsoever other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or relocation expenses of employees of such Group Company. There is no agreement
between any shareholder of the Company with respect to the ownership or control of any Group Company.


 


Section 3.24         Employee
Matters.


 


(a)          Except
as set forth in Section 3.24(a) of the Disclosure Schedule, no Group Company is a party to any labor, works council or collective
bargaining agreement and there are not labor, works council or collective bargaining agreements which pertain to employees of the
Group Companies. The Group Companies have delivered or otherwise made available to the Investors true, correct and complete copies
of the labor, works council or collective bargaining agreements listed on Section 3.24(a) of the Disclosure Schedule, together
with all amendments, modifications or supplements thereto.


 


(b)          No
union organization campaign is in progress or threatened with respect to any employees of any Group Company, no labor organization
or group of employees has made a pending demand for recognition by any Group Company, and there are no representation proceedings
or petitions seeking a representation proceeding presently pending or, to the knowledge of any Group Company, threatened to be
brought or filed, with any labor relations tribunal, and no question concerning representation exists respecting such employees.


 




    	 	21	 



     


    

 


(c)          There
are no labor strikes, work stoppages, slowdowns, lockouts, grievances, charges, complaints or similar material labor disputes pending
or, to the knowledge of any Group Company, threatened in writing against any Group Company.


 


(d)          The
PRC Companies have entered into written labor contracts with all of their respective employees and such labor contracts are in
compliance with applicable PRC Laws.


 


(e)          No
employee of the Group Companies is owed any back wages or other compensation for services rendered (except for the current pay
period or as otherwise set forth on the Financial Statements). Except as disclosed in Section 3.24(e) of the Disclosure Schedule,
there is no, and there has not been in the last three (3) years, any material Action relating to the violation or alleged violation
of any Law by any Group Company pertaining to labor relations or employment matters, including any charge or complaint filed by
an employee with any Governmental Authority or any Group Company. Each Group Company has complied in all material respects with
all Laws relating to employment, wages, hours, overtime, working conditions, benefits, retirement, labor dispatch, termination,
Taxes, and health and safety. Each Group Company is in compliance with each Law relating to its provision of any form of social
insurance and housing fund (“Social Insurance”), and has paid, or made provision for the payment of, all Social
Insurance contributions required under applicable Law.


 


(f)          The
Group Companies are not aware that any Key Employee intends to terminate their employment with any Group Company, nor does any
Group Company have a present intention to terminate the employment of any Key Employee. Each employee or consultant of the Group
Companies (other than the PRC Companies) is either an at-will employee or a consultant of such Group Company.


 


(g)          No
current or former employee or consultant of the Group Companies has excluded works or inventions from his or her assignment of
inventions pursuant to such employee’s confidentiality, non-competition and intellectual property rights agreement.


 


(h)          Except
(i) the 2015 Plan, (ii) as required under the applicable Laws and (iii) as otherwise disclosed in Section 3.24(h) of the Disclosure
Schedule, the Group Companies are not party to or bound by any currently effective share incentive compensation, equity-based compensation,
deferred compensation, change in control benefits, severance, tax equalization, retirement agreement, stock purchase, leave of
absence, share option, profit sharing, bonus or other employee compensation agreement.


 


Section 3.25         No
Other Business.


 


The Company was formed
solely to acquire and hold an equity interest in Daojia HK, and since its formation has not engaged in any business and has not
incurred any liability in the course of its business of acquiring and holding its equity interest in Daojia HK. Daojia HK was formed
solely to acquire and hold an equity interest in the WFOE and since its formation has not engaged in any business and has not incurred
any liability in the course of its business of acquiring and holding its equity interest in the WFOE. The WFOE was formed solely
to control Tianjin Daojia upon the due execution of the Control Agreements and has not incurred any liability in the course of
its business of controlling Tianjin Daojia. Tianjin Daojia is engaged solely in the Business and has no other activities.


 




    	 	22	 



     


    

 


Section 3.26         Books
and Records.


 


The books of account
and other financial records, minute books, stock record books, and other records (the “Books and Records”) of
the Group Companies are true and complete, and each Group Company has maintained its Books and Records in the usual, regular and
ordinary manner, on a basis consistent with prior practice and in compliance with applicable Laws, and which permits its Financial
Statements to be prepared in accordance with Applicable Accounting Principles. The minute books of each Group Company contain a
complete summary of all meetings and actions taken by directors and shareholders or owners of such Group Company since its time
of formation, and reflect all transactions referred to in such minutes accurately in all material respects.


 


Section 3.27         Captive
Structure.


 


Prior to the Closing,
the Control Agreements will have been duly executed and delivered by the parties thereto, and constitute valid and biding obligations
of the parties thereto enforceable in accordance with their respective terms and, upon the completion of requisite government registration,
adequate to establish and maintain the intended captive structure, under which the financial statements of Tianjin Daojia can be
consolidated with those of the Company in accordance with generally accepted accounting principles in the United States (“U.S.
GAAP”). None of the Warrantors has received any oral or written inquiries, notifications or any other form of
official correspondence from any government authorities challenging or questioning the legality or enforceability of the Control
Agreements.


 


Section 3.28         Anti-Bribery,
Anti-Corruption, Anti-Money Laundering Laws.


 


(a)          Neither
any Group Company nor any of the officers, employees, directors and representatives thereof, nor, to the knowledge of the Warrantors,
agents thereof (collectively, “Representatives”),
has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation
of, (i) payments, loans, any transfer of anything of value, or other inducements, rewards or benefits to any Public Official (as
defined herein) in order (A) to assist any Group Company to obtain or retain business for or with, or directing business to, any
Person, (B) influence any act or decision of such Public Official, (C) induce such Public Official to do or omit to do any act
in violation of a lawful duty, (D) or otherwise violate any provision of the United States Foreign Corrupt Practices Act of 1977,
as amended, 15 U.S.C. §§78dd-1, et seq. (the “FCPA”), the U.K. Bribery Act of 2010, or any other applicable
anti-bribery or anti-corruption laws; (ii) bribes, payoffs, influence payments, kickbacks, unlawful rebates or other similar unlawful
payments of any nature; (iii) unlawful contributions, gifts, entertainment or other unlawful expenditures; or (iv) the making of
any false or fictitious entries in the books or records of any Group Company by any Person or the using of any assets of any Group
Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed
payment, in each case in violation of any applicable anti-corruption, anti-money laundering, record keeping, internal control and
other similar Laws.


 




    	 	23	 



     


    

 


(b)          “Public
Official” means any officer, executive, official, or employee of any non-U.S. Government, any political subdivision thereof,
any governmental authority, agency, department, or instrumentality thereof; political party or member of a political party, or
a political candidate thereof, excluding officials related to the United States; executive, employee or officer of a public international
organization; or director, officer or employee or agent of a wholly owned or partially state-owned or controlled enterprise, including
a state-owned or controlled enterprise.


 


(c)          The
Group Companies have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed
to detect and deter violations of all applicable anti-bribery and anti-corruption Laws.


 


(d)          No
Group Company or any of its Representatives has ever been found by a Governmental Authority to violate any criminal or securities
Law or is or was subject to any indictment or any government investigation for bribery. None of the beneficial owners of any Equity
Interest in any Group Company or the current or former Representatives of any Group Company is or was a Public Official.


 


Section 3.29         Compliance
with Money Laundering Laws. The operations of the Group Companies are and have been conducted at all times in compliance in
all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company
or any of its subsidiaries conducts business, including the U.S. PATRIOT ACT of 2001, Her Majesty’s Treasury (HMT), the Organized
and Serious Crimes Ordinance and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance of Hong Kong, and PRC anti-money
laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no
action suit or proceeding by or before any Governmental Authority or any arbitrator involving the Group Company or any of its subsidiaries
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Warrantors, threatened. The directors, officers,
administrators, board of directors (supervisory and management), members and employees of the Group Companies are in compliance
with, and have not previously violated, the Anti-Money Laundering Laws.


 


Section 3.30         Insurance.


 


Each Group Company
has in full force and effect fire, casualty and other insurance policies, with extended coverage, sufficient in amount (subject
to reasonable deductibles) to allow it to reasonably replace any of its properties and material assets that might be damaged or
destroyed and in amounts customary for companies similarly situated. The Company has delivered true, correct and complete copies
of the insurance policies maintained by each Group Company as well as all material claims made thereunder in the past three years.
There is no material claim pending thereunder as to which coverage has been questioned, denied or disputed. All premiums due and
payable under all such policies and bonds have been timely paid, and each Group Company is otherwise in compliance in all material
respects with the terms of such policies and bonds. All such policies and bonds are in full force and effect.


 




    	 	24	 



     


    

 


Section 3.31         Internal
Controls.


 


(a)          Each
Group Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
by it are executed in accordance with management’s general or specific authorization, (ii) transactions by it are recorded
as necessary to permit preparation of financial statements in conformity with the Applicable Accounting Principles and to maintain
asset accountability, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization,
(iv) the recorded inventory of assets is compared with the actual existing tangible assets at reasonable intervals and appropriate
action is taken with respect to any differences, (v) segregating duties for cash deposits, cash reconciliation, cash payment and
proper approval is established, and (vi) no personal assets or bank accounts of the employees, directors and officers are mingled
with the corporate assets or corporate bank account, and no Group Company uses any personal bank accounts of any employees, directors
or officers thereof during the operation of the Business.


 


(b)          The
Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation,
to the Company’s auditors and the Board(i) all significant deficiencies in the design or operation of internal controls which
could adversely affect the Group’s ability to record, process, summarize and report financial data and have identified for
the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Group’s internal controls.


 


Section 3.32         OFAC
Compliance.


 


Neither the Company
nor any other Group Company, nor any directors, executive officers, or members, nor to the knowledge of the Warrantors, any employees
of the Company or any other Group Company (i) is an OFAC Sanctioned Person (as defined below) or (ii) has violated, within the
last five years, any OFAC Sanctions (as defined below). Neither the Company nor any Group Company is located, organized or resident
in or conducts or, within the past five (5) years, has conducted, business in, with, or involving any place that is subject to
comprehensive OFAC Sanctions, currently: Cuba, Iran, Sudan, Syria and the Crimea Region of Ukraine. Within the past five years,
neither the Company nor any Group Company has made any voluntary disclosures to U.S. Government authorities under U.S. economic
sanctions laws or U.S. export control laws and, to the knowledge of the Warrantors, neither the Company nor any Group Company has
been the subject of any governmental investigation or inquiry regarding the compliance of any of the Company or Group Companies
with such laws or been assessed any fine or penalty under such laws. None of (i) the purchase and sale of the Purchased Shares,
or issuance of the Conversion Shares, (ii) the execution, delivery and performance of the Transaction Documents and the Constitutional
Documents, or (iii) the consummation of any transaction contemplated hereby or thereby, or the fulfillment of the terms hereof
or thereof, result in a violation of any of the OFAC Sanctions (as defined below) or of the Anti-Money Laundering Laws. The Group
Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
of or business with any person that, at the time of such funding or facilitation, is the subject or the target of OFAC Sanctions,
(ii) to fund or facilitate any activities of or business with any OFAC Sanctioned Person, or (iii) in any other manner that will
result in a violation by any person of OFAC Sanctions (including any person participating in the transaction, whether as an investor
or otherwise).


 


For the purposes of
this Section 3.32:


 




    	 	25	 



     


    

 


(a)          “OFAC
Sanctions” means any sanctions program administered by the Office of Foreign Assets Control of the United States
Department of the Treasury (“OFAC”) under authority
delegated to the Secretary of the Treasury (the “Secretary”)
by the President of the United States or provided to the Secretary by statute, and any order or license issued by, or under authority
delegated by, the President or provided to the Secretary by statute in connection with a sanctions program thus administered by
OFAC. For ease of reference, and not by way of limitation, OFAC Sanctions programs are described on OFAC’s website at www.treas.gov/ofac.


 


(b)          “OFAC
Sanctioned Person” means any government, country, corporation or other entity, group or individual with whom or
which the OFAC Sanctions prohibit a United States Person from engaging in transactions, and includes without limitation any individual
or corporation or other entity that appears on the current OFAC list of Specially Designated Nationals and Blocked Persons (the
“SDN List”). For ease of reference, and not
by way of limitation, OFAC Sanctioned Persons other than government and countries can be found on the SDN List on OFAC’s
website at www.treas.gov/offices/enforcement/ofac/sdn.


 


(c)          “United
States Person” means any United States citizen, permanent resident alien, entity organized under the Laws of the
United States (including foreign branches), or any Person (individual or entity) in the United States, and, with respect to the
Cuban Assets Control Regulations, also includes any corporation or other entity that is owned or controlled by one of the foregoing,
without regard to where it is organized or doing business.


 


Section 3.33         Spinoff.


 


Except as set forth
in Section 3.33 of the Disclosure Schedule, the implementation of the Spinoff is in compliance with all applicable Laws and regulations,
including, without limitation, the PRC Laws, regulations, policies and rules regarding the administration of the state-owned assets,
foreign exchange control, foreign investment in the PRC, the acquisition of domestic enterprises by foreign investors, outbound
investment and tax compliance, and each of the parties related to the Spinoff has obtained (or will obtain prior to Closing) and
is and will be in compliance with all Approvals from and filings with the competent Governmental Authorities or third parties as
required by either the applicable Laws or any contractual obligation. Immediately following the implementation of the Spinoff,
the Group will have all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in
the manner presently operated by the Group.


 


Section 3.34         Disclosure.


 


The Company has provided
each New Investor with all the information regarding the Group Companies requested by any such New Investor for deciding whether
to purchase the Purchased Shares. No representation or warranty of the Warrantors contained in this Agreement or any certificate
furnished or to be furnished to any such New Investor at the Closing under this Agreement, when taken as a whole, contains any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances under which they were made. Except as set forth in this Agreement or the
Disclosure Schedule, to the knowledge of the Warrantors, there is no fact that the Company has not disclosed to the New Investors
and of which any of its officers, directors or executive employees has knowledge and that has had or would reasonably be expected
to have an adverse effect upon the financial condition, operating results, assets or business prospects of any Group Company.


 




    	 	26	 



     


    

 


Article
IV



REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT SHAREHOLDERS


 


Each of the Management
Shareholders hereby, severally and not jointly, represents and warrants to each Investor as set forth in Sections 4.01 through
4.04. In addition, each of Chen Xiaohua and Bai Ou hereby, severally and not jointly, represents and warrants to each Investor
as set forth in Sections 4.05 through Section 4.11:


 


Section 4.01         Title
to Shares.


 


The Management Shareholder
is the sole registered holder of the shares of the Company as set forth opposite the name of such Management Shareholder in Part
I of Schedule C attached hereto, free and clear of any Encumbrance. Immediately following the Closing, the Management Shareholder
will be the sole registered holder of the shares of the Company as set forth opposite the name of such Management Shareholder in
Part II of Schedule C attached hereto, free and clear of any Encumbrance, except such Encumbrance imposed under the Shareholders
Agreement and the Restated Articles.


 


Section 4.02         Due
Authorization.


 


The Management Shareholder
has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other Transaction Document
to which he is a party and to carry out and perform his obligations thereunder. All action on the part of the Management Shareholder
necessary for (i) the authorization, execution and delivery of, and the performance of the Management Shareholder’s obligations
under the Transaction Documents to which he is a party, and (ii) the authorization of the transactions contemplated by the Transaction
Documents has been taken or will be taken prior to the Closing. Each of the Transaction Documents to which the Management Shareholder
is a party is or will, upon its execution be a valid and binding obligation of the Management Shareholder, enforceable against
the Management Shareholder in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar Laws of general application affecting creditors’ rights generally and to general equitable
remedies.


 


Section 4.03         No
Approvals and No Conflict. 


 


(a)          Such
Management Shareholder is not required to obtain any Approval in connection with the execution, delivery and performance by such
Management Shareholder of this Agreement or the consummation by such Management Shareholder of the transactions contemplated hereby,
other than such Approvals as have been obtained or are otherwise provided in this Agreement.


 


(b)          The
execution, delivery and performance by each Management Shareholder of this Agreement, and the consummation of the transactions
contemplated hereby, do not and will not result in any violation, breach or default, or be in conflict with or constitute, with
or without the passage of time or the giving of notice or both, a default under (i) the Constitutional Documents of such Management
Shareholder, (ii) any Contract to which such Management Shareholder is a party or by which it or its properties or assets is bound
or (iii) any applicable Law or order to which such Management Shareholder or any of its properties or assets is subject.


 




    	 	27	 



     


    

 


Section 4.04         Capitalization.


 


(a)          Shares.
As of the date hereof, the Company is authorized to issue a maximum of 200,000,000 Ordinary Shares, of which 90,980,000 Ordinary
Shares are issued and outstanding. The Company will be authorized to issue, immediately following registration of the Restated
Articles at the BVI Registrar of Corporate Affairs prior to the Closing, (i) 200,000,000 Class A Ordinary Shares, of which 83,100,000
will be issued and outstanding, (ii) 200,000,000 Class B Ordinary Shares, of which 1,880,000 will be issued and outstanding, (iii)
200,000,000 Class C Ordinary Shares, of which 6,000,000 will be issued and outstanding, and (iv) 40,800,000 Series A Preferred
Shares, none of which will be issued and outstanding. The rights, privileges and preferences of the Class A Ordinary Shares, Class
B Ordinary Shares, Class C Ordinary Shares and Series A Preferred Shares are set out in the Shareholders Agreement (as defined
below) and/or the Restated Articles.


 


(b)          Options.
Except for up to 20,000,000 Ordinary Shares (and options and warrants therefor) and 11,020,000 Class A Ordinary Shares (and options
and warrants therefor) reserved as of the date hereof and immediately following the Closing, respectively, for issuance to directors,
employees and advisors of the Group Companies pursuant to the Company’s 2015 Plan, and as contemplated hereby and by the
other Transaction Documents and/or the Restated Articles, there are no options, restricted stock, restricted stock units, stock
appreciation rights, phantom stock, profits interests, warrants, conversion privileges, agreements or rights of any kind (except
for the Investor Rights Agreement, dated as of June 30, 2014, by and between 58.com, Ohio River Investment Limited and other parties
thereto) with respect to the issuance or purchase of, or valued by reference to, in whole or in part, the Equity Securities of
the Company or any other Group Company. Apart from the Shareholders Agreement, no Group Company is a party to any contract that
would subject any of its Equity Securities (including the Purchased Shares and other Preferred Shares in the case of the Company),
or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by such Group Company, to any
preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of such Group
Company or any other Person). No Group Company is a party or subject to any agreement that affects or relates to the voting or
giving of written consents with respect to, or the right to cause the registration, redemption, or repurchase of, any of its outstanding
Equity Securities.


 


(c)          Issuance
and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for)
in compliance with all applicable Laws, preemptive rights of any Person, and applicable contracts and are fully paid and non-assessable.
All share capital of each Group Company is and as of the Closing shall be free of any and all Encumbrances (except as provided
under the Transaction Documents and pursuant to applicable Laws). There are no (i) resolutions pending to change the share capital
of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (ii) dividends which have accrued
or been declared but are unpaid by any Group Company.


 




    	 	28	 



     


    

 


(d)          Vesting.
No contract of any Group Company relating to its Equity Securities provides for acceleration of vesting (or lapse of a repurchase
right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any
event or combination of events. No Group Company has ever adjusted or amended the exercise price of any share options previously
awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means.


 


Immediately upon the
Closing, the Company’s ownership structure shall be as set forth in Part II of Schedule C attached hereto.


 


Section 4.05         Financial
Statements.


 


(a)          The
Company has delivered to the Investors true, correct and complete copies of (i) the Audited Financial Statements and (ii) the Unaudited
Financial Statements.  The Financial Statements (A) are complete and correct in all material respects, (B) have been prepared
in accordance with the Books and Records of Tianjin Daojia or the Group, as applicable and (C) were prepared in accordance with
the Applicable Accounting Principles applied on a consistent basis throughout the periods involved. Except for such line items
as set forth in Part二 of the Spinoff Plan, the Audited Financial
Statements fairly present in all material respects the financial condition and position of Tianjin Daojia as of the date indicated
therein and the results of operations and cash flows of Tianjin Daojia for the period indicated therein. Except for such line items
as set forth in Part二 of the Spinoff Plan, the Unaudited
Financial Statements fairly present in all material respects the financial condition and position of the Group as of the dates
indicated therein and the results of operations and cash flows of the Group for the periods indicated therein. All of the accounts
receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial
Statements, constitute valid and enforceable claims and are good and collectible in the ordinary course of business, net of any
reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Applicable
Accounting Principles), and no further goods or services are required to be provided in order to complete the sales and to entitle
the applicable Group Company to collect in full. There are no material contingent or asserted claims, refusals to pay, or other
rights of set-off with respect to any accounts receivable of the Group Companies to the knowledge of the Chen Xiaohua and Bai Ou.


 


(b)          The
financial projections and business plan provided by the Company to the Investors (including the Business Plan) were reasonably
prepared on a basis reflecting management’s best estimates, assumptions and judgments, at the time provided to the Investors,
as to the future financial performance of the Group.


 


Section 4.06         Changes.


 


Since the Statement
Date, except as expressly contemplated by this Agreement, the Control Agreements and the Spinoff Plan, the Group has operated
its business in the ordinary course consistent with its past practice, there has not been any Material Adverse Effect or any material
change in the way the Group conducts its business, no Group Company has entered into any transaction outside of the ordinary course
of business consistent with its past practice, and there has not been by or with respect to any Group Company:


 




    	 	29	 



     


    

 


(a)          any
purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material
to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business
consistent with its past practice, or any acquisition (by merger, consolidation or other combination, or acquisition of stock or
assets, or otherwise) of any business or other Person or division thereof;


 


(b)          any
waiver, termination, settlement or compromise of a valuable right or of a material debt;


 


(c)          any
incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Encumbrance or (2) any indebtedness
or guarantee in excess of RMB1 million, or the making of any loan or advance (other than reasonable and normal advances to employees
for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of
any investment or capital contribution in excess of RMB1 million;


 


(d)          except
in the ordinary course of business consistent with its past practice, any amendment to any Group Company Contract, any entering
into of any new Group Company Contract, or any termination of any contract that would have been a Group Company Contract if in
effect on the date hereof, or any amendment to any Charter Document, or any amendment to or waiver under any Charter Document,
in each case except for as expressly provided for or disclosed in this Agreement;


 


(e)          any
declaration, setting aside or payment or other distribution in respect of any Equity Securities, or any direct or indirect redemption,
purchase or other acquisition of any Equity Securities;


 


(f)          any
damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial
condition, operations or business (as presently conducted) of any Group Company;


 


(g)          any
material change in accounting methods or practices or any revaluation of any of its assets;


 


(h)          entry
into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes,
or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material
Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional
Tax or filing of any material amended Tax Return;


 


(i)          any
commencement or settlement of any material Action; or


 


(j)          any
agreement or commitment to do any of the things described in this Section 4.06.


 


Section 4.07         Compliance
with Laws.


 


(a)          Other
than as described in Section 3.16 of the Disclosure Schedule, each Group Company (including with respect to the ownership thereof,
the operation of its business and the ownership and use of its assets) is and has been in compliance with all applicable Laws in
all material respects.


 




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(b)          The
business of each Group Company as now conducted and proposed to be conducted (including any business proposed to be conducted by
entities that are not currently existing as of the Closing) are in compliance with all Laws and regulations that may be applicable,
including without limitation all Laws of the PRC with respect to mergers, acquisitions, foreign investment and foreign exchange
transactions in all material respects.


 


(c)          No
event has occurred and no circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a
material violation by any Group Company of, or a failure on the part of such Group Company to comply in all material respects with,
any applicable Law or (ii) may give rise to any material obligation on the part of a Group Company to undertake, or to bear all
or any portion of the cost of, any material remedial action of any nature.


 


(d)          No
Group Company has received any notice from any Governmental Authority regarding (i) any actual, alleged, possible or potential
material violation of, or material failure to comply with, any applicable Law or (ii) any actual, alleged, possible or potential
material obligation on the part of such Group Company to undertake, or to bear all or any portion of the cost of, any material
remedial action of any nature. To the knowledge of Chen Xiaohua and Bai Ou, the Company is not under investigation with respect
to a violation of any applicable Law.


 


(e)          Neither
any Group Company nor any of the officers, employees, directors and representatives thereof, nor, to the knowledge of Chen Xiaohua
and Bai Ou, agents thereof, has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated,
or received notice of any allegation of, (i) payments, loans, any transfer of anything of value, or other inducements, rewards
or benefits to any Public Official in order (A) to assist any Group Company to obtain or retain business for or with, or directing
business to, any Person, (B) influence any act or decision of such Public Official, (C) induce such Public Official to do or omit
to do any act in violation of a lawful duty, (D) or otherwise violate any provision of the United States Foreign Corrupt Practices
Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the U.K. Bribery Act of 2010, or any other applicable anti-bribery
or anti-corruption laws; (ii) bribes, payoffs, influence payments, kickbacks, unlawful rebates or other similar unlawful payments
of any nature; (iii) unlawful contributions, gifts, entertainment or other unlawful expenditures; or (iv) the making of any false
or fictitious entries in the books or records of any Group Company by any Person or the using of any assets of any Group Company
for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed
payment, in each case in violation of any applicable anti-corruption, anti-money laundering, record keeping, internal control and
other similar Laws.


 


(f)          The
Group Companies have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed
to detect and deter violations of all applicable anti-bribery and anti-corruption Laws.


 


(g)          Neither
any Group Company nor any of the officers, employees, directors and representatives thereof, nor, to the knowledge of Chen Xiaohua
and Bai Ou, agents thereof, has ever been found by a Governmental Authority to violate any criminal or securities Law or is or
was subject to any indictment or any government investigation for bribery. None of the beneficial owners of any Equity Interest
in any Group Company or the current or former Representatives of any Group Company is or was a Public Official.


 




    	 	31	 



     


    

 


(h)          The
operations of the Group Companies are and have been conducted at all times in compliance in all material respects with Anti-Money
Laundering Laws, and no action suit or proceeding by or before any Governmental Authority or any arbitrator involving the Group
Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Management
Shareholders, threatened. No directors, officers, administrators, board of directors (supervisory and management), members and
employees of the Group Companies are in violation of, or have previously violated, the Anti-Money Laundering Laws.


 


Section 4.08         Operating
Metrics.


 


The results of operation
of Tianjin Daojia, as measured by the operating metrics set forth in Section 4.08 of the Disclosure Schedule, that have been provided
in writing to the New Investors prior to the date hereof, are in all material respects true, accurate and not misleading.


 


Section 4.09         Certain
Regulatory Matters.


 


(a)          The
Management Shareholder has obtained any and all Approvals from applicable Governmental Authorities and has fulfilled any and all
filing and registration requirements with applicable Governmental Authorities necessary in respect of the Management Shareholder
and his investment in the Group Companies. All filings and registrations with applicable Governmental Authorities required in respect
of the Management Shareholder, including but not limited to the registrations with the Ministry of Commerce (or any predecessors),
the Ministry of Information Industry, the State Administration of Industry and Commerce, SAFE, tax bureaus, customs authorities,
product registration authorities, health regulatory authorities and the local counterpart of each of such Governmental Authorities,
as applicable, have been duly completed in accordance with applicable Law. The Management Shareholder has not received any letter
or notice from any applicable Governmental Authorities notifying him of the revocation of any Approval issued to him or the need
for compliance or remedial actions in respect of the activities carried out directly or indirectly by the Management Shareholder.
The Management Shareholder has no reason to believe that any Approval requisite for the conduct of any part of his business which
is subject to periodic renewal will not be granted or renewed by the relevant Governmental Authorities.


 


(b)          The
Management Shareholder, to the extent he is a “Domestic Resident” as defined in Circular 37, has complied with any
applicable SAFE Rules and Regulations. The Management Shareholder has not received any oral or written inquiries, notifications,
orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged
non-compliance with the SAFE Rules and Regulations and the Management Shareholder has made all oral or written filings, registrations,
reporting or any other communications required by SAFE or any of its local branches.


 


Section 4.10         Financial
Advisor Fees.


 


There exists no agreement
or understanding between the Management Shareholder and any investment bank, broker or other financial advisor under which the
Management Shareholder may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.





 




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Section 4.11         Disclosure.


 


No representation or
warranty of such Management Shareholder contained in this Agreement, when taken as a whole, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading in light
of the circumstances under which they were made. Except as set forth in this Agreement or the Disclosure Schedule, to the knowledge
of such Management Shareholder, there is no fact that such Management Shareholder has not disclosed to the New Investors and of
which such Management Shareholder has knowledge and that has had or would reasonably be expected to have an adverse effect upon
the financial condition, operating results, assets or business prospects of any Group Company.



 


Article
V



REPRESENTATIONS AND WARRANTIES OF THE INVESTORS


 


Each Investor hereby,
severally and not jointly, represents and warrants to the Company as follows:


 


Section 5.01         Due
Organization. 


 


Such Investor is duly
incorporated or organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the
Laws of the jurisdiction of its incorporation or organization.


 


Section 5.02         Authorization.


 


Such Investor has all
requisite power, authority and capacity to enter into, and to perform its obligations under, this Agreement and the other Transaction
Documents to which it is a party. This Agreement has been duly authorized, executed and delivered by such Investor. This Agreement
and the other Transaction Documents to which it is a party, when executed and delivered by such Investor, will constitute valid
and legally binding obligations of such Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar Laws of general application affecting creditors’ rights generally and to general equitable
remedies.


 


Section 5.03         No
Conflicts. 


 


The execution, delivery
and performance by such Investor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will
not conflict with or result in a violation or breach of or default under (with or without the giving of notice or the lapse of
time or both) (a) the Constitutional Documents of such Investor, (b) any Law or order to which such Investor or any of its properties
or assets is subject, or (c) any contract, agreement or other instrument applicable to such Investor or any of its properties or
assets


 


Section 5.04         No
Approvals. 


 


Such Investor is not
required to obtain any Approval in connection with the execution, delivery and performance by such Investor of this Agreement or
the consummation by such Investor of the transactions contemplated hereby, other than such Approvals as have been obtained or are
otherwise provided in this Agreement.


 




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Section 5.05         Purchase
for Own Account.


 


The Purchased Shares
and the Conversion Shares will be acquired for such Investor’s own account or the account of one or more of such Investor’s
Affiliates, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.
Such Investor does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or
grant participations to any Person with respect to the Shares.


 


Section 5.06         Restricted
Securities.


 


Such Investor understands
that the Purchased Shares are “restricted securities” under applicable U.S. federal securities Laws (and may be viewed
as restricted securities under the Laws of any other jurisdiction) and that, pursuant to these Laws, such Investor must hold the
Purchased Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities,
or an exemption from such registration and qualification requirements is available.


 


Section 5.07         Legends.


 


Such Investor understands
that the certificates evidencing the Purchased Shares issued pursuant to this Agreement may bear the following legend, in addition
to any legend that may be required under the Transaction Documents:


 


“THE SALE, PLEDGE, HYPOTHECATION
OR TRANSFER OF SHARES REPRESENTED HEREBY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT,
A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT.”


 


Section 5.08         Status
of Investor.


 


Such Investor is either
(i) an “accredited investor” within the meaning of the U.S. Securities and Exchange Commission Rule 501(a) of Regulation
D, as presently in effect, under the Act, or (ii) not a “U.S. person” as defined in Rule 902 of Regulation S of the
Act.


 


Article
VI


 


COVENANTS


 


Each of the Warrantors
(and where applicable, each of the Management Shareholders), jointly and severally, covenants to each Investor as follows:


 


Section 6.01         Use
of Proceeds.


 


The Company shall use
the proceeds from the issuance of the Series A Preferred Shares for the operations of the Group Companies and shall only spend
such proceeds in accordance with the budget set forth in the Business Plan (as defined below) or in any business plan or budget
approved by the Board in accordance with Section 7.1 of the Shareholders
Agreement after the Closing.


 




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Section 6.02         Executory
Period Covenants.


 


Between the date of
this Agreement and the Closing, unless the Investors consent in writing otherwise:


 


(a)          Pre-Closing
Actions. As promptly as practicable, each Warrantor shall: (i) use best efforts to take all actions required of such party
and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction
Documents; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be
filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Purchased
Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (iii) use reasonable
best efforts to obtain, or cause to be obtained, all consents (including any consents required under any contract) necessary to
be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (iv)
coordinate and cooperate with the other parties hereto in exchanging such information and supplying such assistance as may be reasonably
requested by the other parties hereto in connection with any filings and other actions to be made or taken in order to consummate
the transactions contemplated pursuant to the Transaction Documents.


 


(b)          Non-Violation.
Pending the Closing, none of the Warrantors, without the prior written consent of the Investors, shall take any action which (i)
would render any of the representations or warranties made by the Warrantors in this Agreement untrue in any material respect if
given with reference to the facts and circumstances then existing or (ii) would result in any of the covenants contained in this
Agreement becoming incapable of performance. Each Warrantor shall promptly advise the Investors of any action or event of which
such Warrantor becomes aware which would have the effect of making incorrect in any material respect any such representations or
warranties if given with reference to facts and circumstances then existing or which has the effect of rendering any such covenants
incapable of performance.


 


(c)          Conduct
of Business. Except as otherwise permitted by this Agreement or the Spinoff Plan or with the written consent of the Investors,
from the date hereof to the date of the Closing, the Warrantors shall: (i) carry on the Group’s business in the ordinary
course consistent with past practice and in substantially the same manner as conducted prior to the date hereof and use best efforts
to preserve its relationships with customers, suppliers and others having business dealings with the Group; and (ii) not do any
act or thing which would require the approval of the “Requisite Holders” or the “Requisite Directors” (as
such terms are defined in the Shareholders Agreement) under the Shareholders Agreement had the transactions contemplated hereunder
been consummated.


 


(d)          Negative
Covenants. Except as otherwise expressly permitted by this Agreement or the Spinoff Plan, no Group Company shall:


 


(i)          waive,
release or assign any material right or claim;


 




    	 	35	 



     


    

 


		(ii)	take any action that would reasonably be expected to
materially impair the value of the Group taken as a whole;



 


		(iii)	sell, purchase, assign, lease, transfer, pledge, encumber
or otherwise dispose of any material asset;



 


		(iv)	issue, sell, or grant any Equity Security except pursuant
to the 2015 Plan;



 


		(v)	declare, issue, make, or pay any dividend or other distribution
with respect to any Equity Security;



 


		(vi)	incur any indebtedness for borrowed money or capital
lease commitments or assume or guarantee any indebtedness of any Person other than in the ordinary course of business of such
Group Company for working capital purposes, not exceeding US$5 million in the aggregate, bearing an annualized interest rate of
5% per annum or less and with a term not exceeding six months;



 


		(vii)	make any material change in any method of accounting
or accounting practice used by such Group Company, other than any such changes required by Applicable Accounting Principles;



 


		(viii)	enter into any contract or other transaction with an
Affiliate;



 


		(ix)	make, change or revoke any material Tax election;



 


		(x)	enter into, request or obtain any “closing agreement”
with any taxing authority in respect of Taxes;



 


		(xi)	file any amended Tax Return;



 


		(xii)	incur any liability for Taxes other than in the ordinary
course of business;



 


		(xiii)	consent to any extension or waiver of the limitations
period applicable to any Tax claim or assessment;



 


		(xiv)	increase the level of compensation or benefits (including,
without limitation, contingent separation benefits) of any officer, director or Key Employee of the Group Companies;



 


		(xv)	increase the aggregate monthly compensation of all of
the Group Companies’ employees (other than any officer, director or Key Employee as of August 31, 2015) by more than 5%
as compared with the aggregate amount of compensation to such employees paid by the Group for the month of August 2015;



 


		(xvi)	amend, modify or terminate any Benefit Plan or labor,
works council or collective bargaining agreement, or enter into any labor, works council or collective bargaining agreement or
any other arrangement that would constitute a Benefit Plan if in effect on the date hereof;



 




    	 	36	 



     


    

 


		(xvii)	engage, promote, terminate or demote any officer, director
or employee of the Group Companies or engage or terminate any individual independent contractor of the Group Companies other than
in the case of employees and individual independent contractors in the ordinary course of business of the Group consistent with
past practice; or



 


		(xviii)	authorize or commit to do any of the foregoing.



 


(e)          Access
and Information. From the date hereof until the Closing, the Warrantors shall permit each New Investor, or any representative
thereof, at its own expense, to (i) visit and inspect the properties of the Group Companies, (ii) inspect the contracts, Books
and Records, and other documents and data of the Group Companies, (iii) discuss the business, affairs, finances and accounts of
the Group Companies with officers and employees of the Group Companies, and (iv) review such other information as such New Investor
reasonably requests, in each case during normal business hours and in such a manner so as not to unreasonably interfere with the
normal operations of the Group Companies. No information or knowledge obtained pursuant to this Section or otherwise by a New Investor
in connection with its due diligence will affect or be deemed to modify any representation or warranty contained herein or the
conditions to the obligations of the Parties to consummate the transactions.


 


(f)          Financial
Statements. Each Group Company shall furnish to the New Investors as soon as practicable after the end of each month between
the date hereof and the Closing, and in any event within 30 days after each such month, the unaudited financial statements of such
Group Company for the month then ended, which shall present fairly, in all material respects, the unaudited financial position
of such entity as of the end of such month and the consolidated results of such entity’s operations and cash flows for the
month then ended, in conformity with Applicable Accounting Principles consistently applied with the Financial Statements, except
for noncompliance with the footnote disclosure requirements under Applicable Accounting Principles and for year-end adjustments,
and subject to such other exceptions as may be indicated in the notes thereto.


 


(g)          Trademarks.
Each of the Warrantors shall take, and shall cause Beijing 58 Information
Technology Co., Ltd. (北京五八信息技术有限公司), in its
capacity as the applicant in the trademark applications, to take any and all actions and to exhaust all appeal methods that are
necessary or advisable to maintain and continue the application process that is currently under way with respect to the trademarks
that are necessary for the conduct of the Businesses of the Group Companies.


 


Section 6.03         Compliance
with Applicable Law.


 


(a)          The
Group Companies shall, and shall cause each of the subsidiaries established or acquired by any Group Company after the date hereof
to, conduct their respective businesses in compliance with all applicable Laws (including all Laws in the PRC) in all material
respects, and promptly apply for, obtain and maintain all Approvals. In the event an Investor identifies any potential non-compliance
with any applicable Laws, the Group Companies agree that upon the request of such Investor, the Company shall discuss with such
Investor to identify and evaluate mutually acceptable solutions.


 




    	 	37	 



     


    

 


(b)          The
Company (and/or any other Group Company and/or Management Shareholders, as the case may be) shall, as promptly as practicable after
the Closing, to the satisfaction of the Investors, take all requisite action to apply for and complete any necessary filing under
the SAFE Rules and Regulations.


 


Section 6.04         Spinoff
and Strategic Cooperation Agreement.


 


(a)          Each
of the Warrantors and Management Shareholders shall (i) procure that (A) each party to the Spinoff Plan shall fulfill all of its
obligations under Part二, subsections 1A, 2.2A, 3.2.1A, 3.2.2A,
4.1A, 4.2A, 4.3A and 5A of the Spinoff Plan prior to Closing and (B) each party to the Business Cooperation Agreement (as defined
below) shall fulfill all of its obligations under the Business Cooperation Agreement, (ii) use best efforts to procure that the
Spinoff Plan shall be fully implemented no later than December 31, 2015 subject to the availability of such Approvals as set forth
in the Spinoff Plan, (iii) procure that the Spinoff Plan shall be implemented in compliance with all applicable Laws and regulations,
including, without limitation, the PRC Laws, regulations, policies and rules regarding the administration of state-owned assets,
foreign exchange control, foreign investment in the PRC, the acquisition of domestic enterprises by foreign investors, outbound
investment and tax compliance (iv) procure that each party to the Spinoff Plan shall obtain and shall be in compliance with all
Approvals from and filings with the competent Governmental Authorities or third parties as required by either applicable Laws or
any contractual obligation in connection with the implementation of the Spinoff Plan and (v) procure that the Spinoff Plan shall
be implemented without material cost to the Group Companies.


 


(b)          Each
of the Management Shareholders, jointly and severally, covenants to each Investor that (i) the Strategic Cooperation Agreement
(as defined in Section 7.11) shall be implemented in compliance with all applicable Laws and regulations, including, without
limitation, the PRC Laws, regulations, policies and rules regarding the administration of the state-owned assets, foreign exchange
control, foreign investment in the PRC, the acquisition of domestic enterprises by foreign investors, outbound investment and tax
compliance and (ii) each party to the Strategic Cooperation Agreement shall obtain, prior to execution of the Strategic Cooperation
Agreement, and shall be in compliance with, all Approvals from and filings with the competent Governmental Authorities or third
parties as required by either applicable Laws or any contractual obligation in connection with the execution, delivery and performance
of the Strategic Cooperation Agreement.


 


(c)          Yao
Jinbo covenants to each Investor that he will use reasonable best efforts to procure the Company and other applicable Group Companies
to perform and be in compliance with all agreements, obligations and conditions contained in the Business Cooperation Agreement
and the Control Agreements.


 




    	 	38	 



     


    

 


Section 6.05         Consultation
with New Investors.


 


From the date hereof
until the date of completion of the Spinoff, the Group Companies, Chen Xiaohua and Bai Ou shall timely inform the New Investors
of and discuss with the New Investors on a regular and ongoing basis (a) any material developments or decisions with respect to
the management of the business and assets of the Group Companies, including, without limitation, any significant new agreements
or transactions proposed to be entered into or persons proposed to be employed or terminated in executive management positions,
and any other significant developments relating to the business or assets of the Group Companies and (b) the status of the Group
Companies’ and the Management Shareholders’ progress in fulfilling the closing conditions set forth in Article VII,
including without limitation with respect to (x) obtaining all requisite approvals, consents and similar actions from Governmental
Authorities in connection with the Spinoff (whether prior to or subsequent to the Closing) and (y) consents and/or waivers of third
parties.


 


Section 6.06         Implementation
of Best Practices.


 


Unless the Investors
consent in writing otherwise, Tianjin Daojia shall, and each of the Warrantors shall cause Tianjin Daojia to:


 


(a)          implement
as soon as practicable, and in no event later than March 31, 2016, a plan with respect to the labor dispatch arrangement of employees
of Tianjin Daojia such that the labor dispatch arrangement is in compliance with applicable PRC labor Laws and regulations in
all material respects;


 


(b)          conduct
its businesses in a manner that is in compliance in all material respects
with applicable PRC Laws implemented by the Administration for Industry and Commerce, including by applying for, obtaining and
maintaining business licenses where necessary to carry on the Business;


 


(c)          as
soon as practicable, enter into appropriate agreements with service providers so that the contractual arrangement between such
service providers and Tianjin Daojia shall be valid under applicable PRC Laws and exercise best efforts to prevent such arrangement
being identified as a labor relationship, including but not limited to:


 


(i)          avoiding
using terms such as “employee”, “commencement/termination of employment”, “salary”, “base
salary”, “social insurance” and similar terms in the agreements that may imply, indicate, give rise or be interpreted
to identify a labor relationship;


 


(ii)         specifying
in the agreements that (w) the service providers are individuals or organizations entirely independent from Tianjin Daojia, (x)
they shall not be deemed as the employees or agents of Tianjin Daojia either from a legal or factual respect, (y) they shall be
liable for all the Taxes in connection with their service income and (z) Tianjin Daojia shall not be held jointly liable for any
damages or losses caused by the service providers to the customers; and


 


(iii)        properly
disclaiming Tianjin Daojia’s liability for any service provider’s service or actions and drawing the customers’
attention to such disclaimer clause in a clear and prominent manner.


 


(d)          adopt
by the Closing an anti-corruption and anti-bribery company-wide policy in substantially the form and substance as set forth in
Exhibit L hereto.


 


(e)          refrain
from conducting any nominal registration of any vehicle owned by a service provider in the “inside city transportation”
business line under the name of Tianjin Daojia or any of its branches or subsidiaries, except and only to the extent (i) it is
necessary for Tianjin Daojia’s or its branches’ or subsidiaries’ application for Road Transportation Operation
License (道路运输经营许可证)
and (ii) the nominal registration of vehicles under each of the name of Tianjin Daojia or any of its branches or subsidiaries shall
be no more than 10 vehicles at any time.


 




    	 	39	 



     


    

 


Section 6.07         ICP
License.


 


The Group Companies
and the Management Shareholders shall procure that Tianjin Daojia obtains by December 31, 2015 the Internet Content Provider License
(电信与信息服务业务经营许可证)
and Value-added Telecommunications Service Business Operating Permit (增值电信业务经营许可证)
issued by the Ministry of Industry and Information Technology of the PRC or its competent local office which is necessary for the
conduct of the Business.


 


Section 6.08         Appointment
of Directors.


 


The Company shall duly
appoint the director nominated by Taobao China Holding Limited (“Alibaba”) upon the Closing. At the election
of the Majority Series A Investor (as defined in the Shareholders Agreement) pursuant to Section 1.2(f) of the Shareholders Agreement,
the Group Companies shall provide director appointment letters to the Investors showing that the board of directors of each of
Tianjin Daojia, the WFOE and Daojia HK has been re-constituted in accordance with the Shareholders Agreement.


 


Section 6.09         Nominee
Shareholders of Tianjin Daojia.


 


Each of the Warrantors
and Management Shareholders agrees that upon request by Alibaba, it shall cause Tianjin Daojia to issue new equity interest to
such entity designated by Alibaba (the “Alibaba Nominee Shareholder”) so that the Alibaba Nominee Shareholder
will hold the same percentage of equity interest in Tianjin Daojia as Alibaba holds in the Company immediately following the Closing;
provided that (i) the Warrantors and Management Shareholders shall use their best efforts to procure that any such new equity
issuance to the Alibaba Nominee Shareholder shall be implemented without material cost to Alibaba or the Alibaba Nominee Shareholder
and (ii) Alibaba shall procure the Alibaba Nominee Shareholder to enter into and comply with the amended Control Agreements. The
Group Companies shall provide (a) an updated company register with company stamp and the stamp of the relevant Administration for
Industry and Commerce reflecting the Alibaba Nominee Shareholder as an additional shareholder, (b) the amended Control Agreements
that reflect the change to the shareholding of Tianjin Daojia and (c) the certification documents from the relevant Administration
for Industry and Commerce reflecting that the share pledges in connection with the amended Control Agreements that reflect the
change of the shareholding of Tianjin Daojia have been duly registered promptly following such equity transfer and in any event
no later than thirty (30) business days thereafter.


 


Article
VII



CONDITIONS TO THE INVESTORS’ OBLIGATIONS AT CLOSING


 


The obligation of each
Investor (or New Investor, as applicable) to purchase the Purchased Shares at the Closing is subject to the fulfillment, in a form
satisfactory to such Investor (or waiver thereof by such Investor (or New Investor, as applicable)) on or prior to the Closing,
of the following conditions:


 




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Section 7.01         Representations
and Warranties True and Correct.


 


Each of the representations
and warranties made by the Warrantors in Article III hereof and the representations and warranties made by the applicable
Management Shareholders in Article IV hereof shall be true, correct and complete as of the date hereof and as of the Closing
with the same force and effect as if they had been made on and as of such date (except to the extent that any such representations
and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have
been true, correct and complete only as of such earlier date).


 


Section 7.02         Performance
of Obligations.


 


Each Group Company
and Management Shareholder shall have performed and complied in all material respects with all agreements, obligations and conditions
contained in this Agreement and the other Transaction Documents that are required to be performed or complied with by it on or
before the Closing.


 


Section 7.03         Proceedings
and Documents.


 


All corporate and other
proceedings in connection with the transactions contemplated hereby and all documents and instruments incidental to such transactions
shall be satisfactory in substance and form to the New Investors, and the New Investors shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request.


 


Section 7.04         Approvals
and Waivers.


 


Any and all approvals,
consents and waivers necessary for consummation of the transactions that shall be completed at or prior to the Closing as contemplated
by this Agreement and the other Transaction Documents, including, but not limited to, (i) all Approvals of any Governmental Authority,
and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive
rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing shall have been duly obtained
and effective as of the Closing.


 


Section 7.05         Amendment
to Constitutional Documents.


 


The Restated Articles
shall have been duly adopted by the Company by all necessary corporate action of its Board and its shareholders and, shall have
been duly registered with the British Virgin Islands Registry of Corporate Affairs and shall be in full force and effect.


 


Section 7.06         Appointment
of Directors.


 


The Company’s
Restated Articles shall provide that the Board shall consist of individuals elected or appointed in accordance with the Shareholders
Agreement and the Restated Articles.


 


Section 7.07         Execution
of Shareholders Agreement.


 


The Company shall have
delivered to the Investors the Shareholders Agreement, duly executed by the Company, all other applicable Group Companies and all
other parties thereto (except for the Investors).


 




    	 	41	 



     


    

 


Section 7.08         Indemnification
Agreements.


 


The Company shall have
entered into an indemnification agreement with each of the directors appointed or to be appointed by the Investors in the form
attached as Exhibit D hereto.


 


Section 7.09         Spinoff
Plan; Compliance.


 


The necessary parties
to the Spinoff Plan shall have completed all the items in Part二,
subsections 1A, 2.2A, 3.2.1A,3.2.2A, 4.1A, 4.2A, 4.3A and 5A of the Spinoff Plan (the “Milestone Items”) on
terms satisfactory to the New Investors, and shall have delivered evidence satisfactory to the New Investors that the Milestone
Items have been completed.


 


Section 7.10         Business
Cooperation Agreement.


 


The Company and other
applicable Group Companies shall have entered into a business cooperation agreement with 58.com with respect to the Spinoff in
the form attached as Exhibit E hereto (the “Business Cooperation Agreement”).


 


Section 7.11         Strategic
Cooperation Agreement.


 


The Company and other
applicable Group Companies shall have entered into a strategic cooperation agreement with Alibaba or an Affiliate in the form attached
as Exhibit F hereto (the “Strategic Cooperation Agreement”).


 


Section 7.12         Closing
Certificate.


 


The chief executive
officer of the Company shall have executed and delivered to the Investors at the Closing a certificate dated as of the Closing
(a) certifying that (i) the conditions specified in this Article VII have been fulfilled as of the Closing, (ii) all corporate
and other proceedings in connection with the transactions to be completed at the Closing and all documents incidental thereto,
including without limitation written approval from all of the then current holders of equity interests of each Group Company, as
applicable, with respect to this Agreement and the other Transaction Documents, have been completed, and each Group Company shall
have delivered to the Investors all such counterpart copies of such documents as the Investors may reasonably request, (iii) there
shall have been no material adverse change in the business, affairs, prospects, operations, properties, assets, or condition of
the Group Companies since the date of this Agreement and (b) attaching thereto (x) the Constitutional Documents of the Group
Companies as then in effect, (y) copies of all resolutions adopted by the shareholders of the Company and the Board related
to the transactions contemplated hereby, and (z) good standing or equivalent certificates with respect to the Company from the
applicable authority(ies) in the British Virgin Islands dated no more than five (5) days prior to the Closing.


 


Section 7.13         Business
Plan.


 


The Company shall have
approved, and delivered to the Investors, the business plan and budget of the Group Companies for the remainder of calendar year
2015 and calendar year 2016 in the form attached to the Shareholders Agreement (the “Business Plan”).


 




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Section 7.14         Employment
Agreements.


 


(a) Each of Bai Ou,
Li Ying and Guo Yi shall have entered into an employment agreement with the Company substantially in the form of Exhibit G
attached hereto, (b) Chen Xiaohua shall have entered into an employment agreement with the Company on terms and conditions substantially
identical to his current employment agreement with 58.com except that in the non-compete agreement the non-compete industry shall
be the “life service industry (生活服务类行业)”,
and the non-compete period shall be 24 months, and the Company shall have delivered to the Investors copies of the same.


 


Section 7.15         No
Material Adverse Effect.


 


There shall have been
no Material Adverse Effect since the date of this Agreement.


 


Section 7.16         No
Litigation


 


No Action shall have
been instituted or threatened or claim or demand made against any Group Company, Management Shareholder or Investor seeking to
restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated by this
Agreement or any other Transaction Document, and there shall not be in effect any order by a Governmental Authority of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement
or any other Transaction Document.


 


Section 7.17         Opinions
of Counsel.


 


The Investors shall
have received:


 


(i)          from
Han Kun Law Offices, PRC counsel for the Company, an opinion, dated as of the Closing, in the form attached as Exhibit H-1
hereto; and


 


(ii)         from
Conyers Dill & Pearman, British Virgin Islands counsel for the Company, an opinion, dated as of the Closing, in the form attached
as Exhibit H-2 hereto.


 


Section 7.18         Approval
by Investment Committee.


 


Each New Investor shall
have received approval, if required, from its board or investment committee for entry into the transactions contemplated hereunder.


 


Section 7.19         Consent
and Waiver from Ohio River.


 


Alibaba shall have
received from the Company a consent and waiver by Ohio River in substantially the form and substance of Exhibit K hereto.


 


Section 7.20         Compliance
Policy.


 


The Company shall have
adopted the anti-bribery and corruption policies in substantially the form and substance as set forth in Exhibit L hereto.


 


Section
7.21         58.com Non-Compete. 58.com shall have entered into a
non-compete agreement (the “58.com Non-Compete”) with the Company regarding the operation, by 58.com or
any of its controlled Affiliates, of a transaction platform (i.e., a platform that allows for both the initiation and
settlement of transactions) in any of the following three areas: 家政,
美甲and速运, satisfactory in
substance and form to the New Investors.


 




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Article
VIII


 


CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING


 


The obligations of
the Company under this Agreement at the Closing with respect to the Investors are subject to the fulfillment, on or prior to the
Closing of the following conditions:


 


Section 8.01         Representations
and Warranties.


 


The representations
and warranties of the Investors contained in Article V hereof shall be true and correct as of the date hereof and as of
the Closing with the same force and effect as if they had been made on and as of such date (except to the extent that any such
representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties
shall have been true, correct and complete only as of such earlier date).


 


Section 8.02         Execution
of Transaction Documents.


 


The Investors shall
have duly executed and delivered to the Group Companies and Management Shareholders the Transaction Documents to which they are
parties.


 


Section 8.03         Execution
of the Strategic Cooperation Agreement.


 


Alibaba or an Affiliate
shall have entered into the Strategic Cooperation Agreement with the Company and other applicable Group Companies.


 


Article
IX


 


MISCELLANEOUS


 


Section 9.01         Indemnity.


 


(a)          The
representations and warranties of the Warrantors and the Management Shareholders contained in this Agreement shall survive the
Closing until the date that is eighteen (18) months following the date of the Closing; provided, however, that the
representations and warranties (i) of the Warrantors set forth in Sections 3.01 to 3.06 and 3.19(b), (ii)
of the Management Shareholders set forth in Sections 4.01 to 4.04 shall survive the Closing indefinitely and (iii)
representations and warranties of the Warrantors set forth in Section 3.22 shall survive until sixty (60) days after the
expiration of the applicable statute of limitations. The covenants and other agreements of the Warrantors and the Management Shareholders
contained in this Agreement shall survive the Closing until fully discharged in accordance with their terms, except for those covenants
and agreements which shall be complied with or discharged prior to the Closing in accordance with the terms of this Agreement,
which shall survive until the date that is eighteen (18) months following the date of the Closing; provided that, for the avoidance
of doubt, the Warrantors’ indemnification obligations in connection with any Indemnifiable Loss resulting from any Indemnified
Tax shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations. If a notice
of a claim or potential claim with respect to a breach of any representation, warranty, covenant or agreement is asserted in writing
and delivered prior to the applicable time set forth above, such representation, warranty, covenant or agreement shall survive
in connection with such claim or potential claim until such claim or potential claim is resolved in accordance with the terms of
this Article IX. Neither the period of survival nor the liability of the Warrantors or the Management Shareholders with
respect to their respective representations, warranties, covenants and agreements shall be reduced by any investigation made at
any time by or on behalf of any Investor.


 




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(b)          The
Warrantors shall jointly and severally indemnify and hold harmless the Investors, the Investors’ Representatives, Affiliates,
successors and permitted assigns (each an “Indemnitee”), from and against any and all losses, liabilities, claims,
deficiencies, demands, damages (excluding any consequential damages except to the extent such damages (x) are not based on any
special circumstances of the Person entitled to indemnification and (y) are the natural, probable and reasonably foreseeable result
of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of action
through which such damages are sought; provided, that this exclusion shall not apply to indemnity obligations for damages
that are awarded by a court of competent jurisdiction in connection with a third party claim), diminution in value, interest, fines,
awards, disbursement, expense, obligation, penalty, suit, judgment, settlement or Tax of any kind or nature, including without
limitation, reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution
and defense of claims (together, the “Indemnifiable Losses”) suffered by such Indemnitee, directly or indirectly,
as a result of, or based upon or arising from:


 


(i) any inaccuracy
in or breach of any of the representations or warranties made by a Warrantor or a Group Company in this Agreement or any other
Transaction Document;


 


(ii) any breach
or nonperformance of any of the covenants or agreements made by a Warrantor or a Group Company in this Agreement or any other Transaction
Document;


 


(iii) any
payment, costs or expense actually made or paid by the Group Companies arising from or in connection with any PRC Company failing,
prior to the Closing, to establish or maintain social insurance and housing fund accounts for each of its employees or fully contribute
into such accounts the amount of social insurance and housing fund required to be paid by such PRC Group Company pursuant to applicable
PRC law;


 


(iv) any Indemnified
Taxes; and


 


(v) any of
the matters set forth in Schedule 9.01.


 




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“Indemnified
Taxes” means (A) any Taxes imposed on or with respect to any Group Company in connection with the issuance of the Purchased
Shares or the Spinoff, (B) any Taxes imposed on any Group Company for any tax period ending on or before the Closing Date (or for
any portion of a Straddle Period ending on the Closing Date), (C) any Taxes resulting from any Taxes imposed on any of the Group
Companies as a result of having been a member of a consolidated, combined or unitary group on or prior to the Closing Date, or
(D) any Taxes resulting from (x) the failure of the representations and warranties contained in Section 3.22 to be true
and correct in all respects (determined without regard to any qualifications related to materiality contained therein) or (y) the
failure to perform any covenant contained in this Agreement with respect to Taxes. “Straddle Period” means any
tax period beginning before and ending after the Closing Date. For purposes of the foregoing, in the case of a Straddle Period,
the amount of any Tax based on or measured by income or receipts or imposed in connection with any transaction of any of the Group
Companies that is allocable to the portion of a Straddle Period ending on the Closing Date shall be determined based on an interim
closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any partnership or
other pass-through entity in which any of the Group Companies holds a beneficial interest shall be deemed to terminate at such
time), and the amount of any other Tax of any of the Group Companies that is allocable to the portion of a Straddle Period ending
on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator
of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator
of which is the total number of days in the entire Straddle Period.


 


(c)          Each
Management Shareholder shall severally and not jointly indemnify and hold harmless the Indemnitees from and against any and all
Indemnifiable Losses suffered by such Indemnitee, directly or indirectly, as a result of, or based upon or arising from any inaccuracy
in or breach or nonperformance of any of the representations, warranties, covenants or agreements in this Agreement or any other
Transaction Document made by such Management Shareholder.


 


(d)          Subject
to the last sentence of this Section 9.01(d), (i) in no event shall the aggregate liability of the Warrantors and the Management
Shareholders towards the Indemnitees under this Agreement exceed one hundred percent (100%) of the aggregate Purchase Price received
by the Company and (ii) in no event shall the aggregate liability of each Management Shareholder towards the Indemnitees under
this Agreement exceed the higher of (x) US$10 million and (y) the then Fair Market Value of one percent (1%) of the outstanding
shares of the Company, as determined by the Company’s board of directors (including the affirmative vote of the Series A
Director). For purposes of the foregoing, “Fair Market Value” means the price at which 100% of the Company’s
outstanding shares are likely to be sold in an arm’s-length transaction between a willing and able buyer and a willing and
able seller, neither of which is an Affiliate of the other, based on market conditions prevailing at the time, but excluding any
reference to control premium, minority discounts or any transaction fees or expenses. Nothing in this Section 9.01(d) shall have
the effect of limiting or restricting any liability arising as a result of any fraud or willful misconduct.


 


(e)          Each
of the Warrantors agrees that in assessing the amount of Indemnifiable Loss for any inaccuracy in or breach or nonperformance of
any representation, warranty, covenant or agreement pursuant to Section 9.01(b), there shall be taken into account that
an Investor shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all
Purchased Shares held by such Investor as a result of such inaccuracy, breach or nonperformance.


 


(f)          Exclusive
Remedy. Following the Closing, and subject to Section 9.19, the indemnification provisions of Section 9.01 shall
be the exclusive remedy for any breach of this Agreement by the Warrantors and the Management Shareholders, other than with respect
to any gross negligence, willful misconduct or fraud.








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Section 9.02         Procedure.


 


Any Indemnitee seeking
indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give notice to the party
required to provide indemnity hereunder (the “Indemnifying Party”); provided, however, that failure
to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance
with Section 9.01. If any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying
Party shall, upon the written request of the Indemnified Party, defend actively and diligently at its sole cost and expense any
actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity under Section 9.01
hereof. The Indemnified Party shall have the right to participate in the defense of any such third party claim, and if in the opinion
of counsel to the Indemnified Party there is at any time a reasonable likelihood of a conflict of interest between the Indemnifying
Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of counsel to the Indemnified
Party in connection with such third party claim. The Indemnifying Party shall not, without the written consent of the Indemnified
Party, compromise or settle any such third party claim or permit a default or consent to entry of any judgment unless the claimant
or claimants and the Indemnifying Party provide to the Indemnified Party an unqualified release from all liability in respect of
the third party claim. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend diligently
the Indemnified Party, a recovery against the Indemnified Party and costs and expenses arising from defending such action or proceeding
suffered by it, shall be conclusive in its favor against the Indemnifying Party.


 


Section 9.03         Governing
Law.


 


This Agreement shall
be governed by and construed exclusively in accordance with the laws of Hong Kong without regard to principles of conflicts of
law thereunder.


 


Section 9.04         Successors
and Assigns.


 


Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such provisions. Notwithstanding
anything contrary in this Agreement, this Agreement and the rights and obligations herein shall not be assigned or transferred
without the mutual written consent of the Investors and the Company; provided, however, each Investor may assign
or transfer its rights and obligations herein to (A) its partners or former partners in accordance with partnership interests,
(B) a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of such Investor, (C) its members or former
members in accordance with their interest in the limited liability company, or (D) any of its Affiliates; provided that
in each case the transferee will agree by executing a Deed of Adherence in the form attached hereto as Exhibit J to be subject
to the terms of this Agreement to the same extent as if it were an original Investor hereunder. For purposes of this Section
9.04, “Affiliate” shall mean, in respect of a Person, any other Person that, directly or indirectly, through
one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, and (a) in the case of a
natural Person, shall include, without limitation, such Person’s spouse, parents, children, siblings, mother-in-law and father-in-law
and brothers and sisters-in-law, (b) in the case of any Investor, shall include any Person who holds shares as a nominee for such
Investor, and (c) in respect of any Investor, shall also include (i) any shareholder of such Investor, (ii) any entity or individual
which has a direct and indirect interest in such Investor (including, if applicable, any general partner or limited partner) or
any fund manager thereof; (iii) any Person that directly or indirectly Controls, is Controlled by, under common Control with, or
is managed by such Investor, its shareholder, the general partner or the fund manager of such Investor or its shareholder, (iv)
the relatives of any individual referred to in (ii) above, and (v) any trust Controlled by or held for the benefit of such individuals.
“Person” shall mean any individual, corporation, partnership, limited partnership, proprietorship, association,
limited liability company, firm, trust, estate or other enterprise or entity. “Control” shall mean the power
or authority, whether exercised or not, to direct the business, management and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively
be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the
votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority
of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings
correlative to the foregoing. For the avoidance of doubt, no Investor shall be deemed to be an Affiliate of the Company.


 




    	 	47	 



     


    

 


Section 9.05         Entire
Agreement.


 


This Agreement, the
Shareholders Agreement, other Transaction Documents and the schedules and exhibits hereto and thereto, which are hereby expressly
incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the
subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed
to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior
to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective
terms.


 


Section 9.06         Notices.


 


Except as may be otherwise
provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and
shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by
facsimile at the number set forth in Exhibit J hereto, upon receipt of confirmation of error-free transmission; (c) seven
(7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to
the other party as set forth in Exhibit J; or (d) three (3) business days after deposit with an overnight delivery service,
postage prepaid, addressed to the parties as set forth in Exhibit J with next business day delivery guaranteed; provided
that the sending party receives a confirmation of delivery from the delivery service provider.


 


Each person making
a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed
each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of
any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes
of this Section 9.06 by giving, the other parties written notice of the new address in the manner set forth above.


 




    	 	48	 



     


    

 


Section 9.07         Amendments.


 


Any term of this Agreement
may be amended only with the written consent of the Company and the Investors. Notwithstanding the foregoing, no amendment of any
term of this Agreement shall adversely affect in any material way the interest of any Management Shareholder without the prior
written consent of such Management Shareholder.


 


Section 9.08         Delays
or Omissions.


 


No delay or omission
to exercise any right, power or remedy accruing to any Warrantor or Investor, upon any breach or default of any party hereto under
this Agreement, shall impair any such right, power or remedy of such Warrantor or Investor, nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall
any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind
or character on the part of any Warrantor or Investor of any breach of default under this Agreement or any waiver on the part of
any Warrantor or Investor of any provisions or conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to
the Warrantors and the Investors shall be cumulative and not alternative.


 


Section 9.09         Finder’s
Fees.


 


Each party represents
and warrants to the other parties hereto that it has retained no finder or broker in connection with the transactions contemplated
by this Agreement and hereby agrees to indemnify and to hold harmless the other parties hereto from and against any liability for
any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives
are responsible.


 


Section 9.10         Interpretation;
Titles and Subtitles.


 


This Agreement shall
be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement
are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided
herein, all references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement. As used in this Agreement,
the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation,
but rather shall be deemed to be followed by the words “without limitation”. Any representations, warranties, covenants
or agreements by a Management Shareholder are given jointly and severally by the individual Management Shareholder and applicable
SPV owned by such individual Management Shareholder.


 




    	 	49	 



     


    

 


Section 9.11         Counterparts.


 


This Agreement may
be executed in one or more counterparts and may be delivered by electronic or facsimile transmission, all of which shall be considered
one and the same agreement and each of which shall be deemed an original. Facsimile, e-mail or other electronic signatures shall
have the same legal effect as original signatures.


 


Section 9.12         Severability.


 


If any provision of
this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to
render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the
same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from
the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights
or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute,
valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.


 


Section 9.13         Confidentiality
and Non-Disclosure.


 


(a)          Disclosure
of Terms. Unless disclosure to a regulatory authority is necessary or appropriate in connection with any necessary regulatory
approval or unless disclosure is required by judicial or administrative process or by other requirement of Law or the applicable
requirements of any regulatory agency or relevant stock exchange, the terms and conditions of this Agreement, all Transaction Documents
and all exhibits attached to such agreements (collectively, the “Financing Terms”) and all non-public records,
books, contracts, instruments, computer data and other data and information concerning the other parties furnished to it by such
other parties or their representatives pursuant to this Agreement (together with the Financing Terms collectively, “Confidential
Information”), including their existence, shall be considered confidential information and shall not be disclosed by
any party hereto to any third party (other than the Affiliates, directors, officers, employees, advisors and other representatives
of a party or its Affiliates on a need-to-know basis) without prior written consent of the other parties except in accordance with
the provisions set forth below; provided that such confidential information shall not include any information that can be
shown to have been (i) previously known by such party on a non-confidential basis, (ii) in the public domain through no fault of
such party or (iii) later lawfully acquired from other sources on a non-confidential basis by the party to which it was furnished.


 


(b)          Permitted
Disclosures. Notwithstanding the foregoing, (i) any party may disclose any of the Financing Terms to its current or bona fide
prospective investors, employees, investment bankers, lenders, partners, accountants and attorneys, in each case only where such
persons or entities have the need to know such information and are subject to appropriate nondisclosure obligations, (ii) each
Investor may disclose any of the Financing Terms to its fund manager and the employees thereof so long as such persons are under
appropriate nondisclosure obligations and (iii) the Company may disclose any of the Financing Terms to Ohio River to the extent
necessary for obtaining the consent and waiver required hereunder.


 


(c)          Legally
Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation,
pursuant to securities laws and regulations) to disclose the existence of this Agreement and any other Transaction Documents, any
of the exhibits attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section
9.13, such party (the “Disclosing Party”) shall (to the extent that it is able and permitted to do so in
compliance with the relevant law or requirement) within a reasonable time before making such disclosure, promptly consult with
the other parties (the “Non-Disclosing Parties”) and use all reasonable efforts (and cooperate with the other
parties’ efforts) to obtain confidential treatment of the materials so disclosed. In such event, the Disclosing Party shall
furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to
keep confidential such information to the extent reasonably requested by any Non-Disclosing Party.


 




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(d)          Other
Information. The provisions of this Section 9.13 shall be in addition to, and not in substitution for, the provisions
of any separate nondisclosure agreement executed by any of the parties with respect to the transactions contemplated hereby.


 


(e)          Notices.
All notices required under this Section 9.13 shall be made pursuant to Section 9.06 of this Agreement.


 


Section 9.14         Further
Assurances.


 


Each party shall from
time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts,
deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions
contemplated by this Agreement.


 


Section 9.15         Dispute
Resolution.


 


(a)          Negotiation
Between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement.
If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section
9.15(b) shall apply.


 


(b)          Arbitration.
In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a)
above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the
“HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered
Arbitration Rules in force at the time of the initiation of the arbitration, which rules are deemed to be incorporated by reference
into this subsection (b). There shall be a panel of three (3) arbitrators. The New Investors shall appoint one (1) arbitrator,
the Company shall appoint one (1) arbitrator, and the third arbitrator shall be appointed by the HKIAC.   The arbitral
proceedings shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto.


 


Section 9.16         Termination.


 


(a)          Termination
before the Closing. This Agreement may be terminated prior to the Closing (i) by mutual written consent of the Company and
each of the Investors or (ii) by written notice from the New Investors to the Company if there has been a material misrepresentation
or material breach of a covenant or agreement contained in this Agreement on the part of any Warrantor, Group Company or Management
Shareholder, and such breach, if curable, has not been cured within ten (10) days of such notice.


 




    	 	51	 



     


    

 


(b)          Effects
of Termination. If this Agreement is terminated as provided under this Section 9.16, this Agreement will be of no further
force or effect upon termination; provided that (i) the termination will not relieve any party from any liability for any
antecedent breach of this Agreement, and (ii) Sections 9.03, 9.12, 9.13, 9.15 and 9.17 shall
survive the termination of this Agreement.


 


Section 9.17         Legal
Fees and Expenses.


 


All costs and expenses
incurred by any party hereto in connection with this Agreement, or any amendment or waiver hereof, and the transactions contemplated
hereby shall be paid by the party incurring such costs or expenses; provided that, in the event the Closing occurs, the
Company shall bear its own legal fees and expenses and shall pay the reasonable legal, financial and other costs and expenses in
connection with the transactions contemplated by the Transaction Documents not to exceed US$500,000 in the aggregate incurred and
reasonably documented by Alibaba and WOFA Trading and Holdings Limited, on a pro rata basis in accordance with the following ownership
of the Purchased Shares immediately after the Closing as set forth on Schedule A hereto: (a) in case of Alibaba, the ownership
of the Purchased Shares of Alibaba and (b) in case of WOFA Trading and Holdings Limited, the aggregate ownership of the Purchased
Shares of WOFA Trading and Holdings Limited and Home Giant Holdings Limited.


 


Section 9.18         Affiliated
Parties.


 


For purposes of determining
rights pursuant to any share thresholds set forth in this Agreement, an Investor shall be entitled to aggregate all shares held
by affiliated funds and constituent partners and members.


 


Section 9.19         Specific
Performance.


 


The parties acknowledge
and agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms
hereof and that each party shall be entitled to specific performance of the terms hereof. It is accordingly agreed that the terms
and provisions of this agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction,
and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative
and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.


 


Section 9.20         No
Double Recovery.


 


No Indemnified Party
shall be entitled to recover under this Agreement more than once in respect of the same Indemnifiable Losses suffered.


 


[SIGNATURES ON FOLLOWING PAGE]


 




    	 	52	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	 	 	Daojia HK:
	THE COMPANY:	 	 
	 	 	For and on behalf of
	For and on behalf of	 	58 Daojia Holdings Limited
	58 Daojia Inc.	 	 	 
	 	 	 	By:	/s/ YAO Jinbo
	By:	/s/ CHEN Xiaohua	 	Name:	YAO Jinbo
	Name:	CHEN Xiaohua	 	Title:	Director
	Title:  	CEO	 	 	 
	 	 	 	 	 
	WFOE:	 	Tianjin Daojia:
	 	 	 	 	 
	Beijing 58 Daojia Information Technology Co., Ltd	 	Tianjin 58 Daojia Life Services Co., Ltd.  
	(北京五八到家信息技朮有限公司)	 	(天津五八到家生活服务有限公司)
	 	 	 	 	 
	By:	/s/ YAO Jinbo	 	By:	/s/ YAO Jinbo
	Name:	YAO Jinbo	 	Name:	YAO Jinbo
	Title:	Director	 	Title:	Director


 


SIGNATURE PAGE TO THE SERIES A PREFERRED
SHARES Subscription AGREEMENT


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	/s/ Chen Xiaohua	 	/s/ Bai Ou
	Chen Xiaohua	 	Bai Ou
	 	 	 
	/s/ Yao Jinbo	 	 
	Yao Jinbo	 	 


 


	For and on behalf of	 	For and on behalf of
	Trumpway Limited	 	Cloud Knight Holdings Limited
	 	 	 	 	 
	By:	/s/ Chen Xiaohua	 	By:	/s/ Bai Ou
	Name:	Chen Xiaohua	 	Name:	Bai Ou
	Title:   	Director	 	Title:   	Director


 


	For and on behalf of	 
	Nihao China Corporation	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:   	Director	 


 


SIGNATURE PAGE TO
THE SERIES A PREFERRED SHARES Subscription AGREEMENT


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	For and on behalf of 	 
	 	 
	58.com Inc.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:  Chairman of the Board and Chief Executive Officer	 


 


SIGNATURE PAGE TO THE SERIES A PREFERRED
SHARES Subscription AGREEMENT


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	INVESTOR:	 
	 	 	 
	Taobao China Holding Limited	 
	 	 	 
	By:	/s/ Timothy Alexander Steinert	 
	Name:	Timothy Alexander Steinert	 
	Title:	Authorized Signatory	 


 


SIGNATURE PAGE TO THE SERIES A PREFERRED
SHARES Subscription AGREEMENT


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	INVESTOR:	 
	 	 
	WOFA Trading and Holdings Limited	 
	 	 	 
	By:	/s/ Lillian Yuen Ming Leong	 
	Name:	Lillian Yuen Ming Leong	 
	Title:	Director	 


 


SIGNATURE PAGE TO THE SERIES A PREFERRED
SHARES Subscription AGREEMENT


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	INVESTOR:	 
	 	 
	Pingan EPOCH Limited Partnership	 
	 	 	 
	By:	/s/ Yu Le	 
	Name:	YU Le	 
	Title:	Managing Director	 


 


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year
first above written.


 


	INVESTOR:	 
	 	 
	Home Giant Holdings Limited	 
	 	 	 
	By:	/s/ Zhengyu Wu	 
	Name:	ZHENGYU WU	 
	Title:	Director