Exhibit 4.15


 


EXECUTION
VERSION


 


SHARE PURCHASE
AGREEMENT


 


BY AND AMONG


 


58.COM INC.,


 


and


 


THE SELLING
SHAREHOLDERS NAMED HEREIN


 


Dated as of
April 17, 2015


 




    	 	 	 



     


    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	Article
    I Definitions	1
	Section 1.1	Certain Definitions	1
	Section 1.2	Interpretation
    and Rules of Construction	7
	 	 	 
	Article
    II Sale and Purchase
    of Shares	8
	Section 2.1	Sale and Purchase
    of Shares	8
	Section 2.2	Purchase Price	8
	Section 2.3	Closing Date	8
	Section 2.4	Closing Deliveries
    by the Selling Shareholders	9
	Section 2.5	Closing Deliveries
    by the Purchaser	10
	Section 2.6	Breaching
    Selling Shareholder	10
	Section 2.7	Allocation
    of Purchase Price and Qualified Liquidation Event	11
	 	 	 
	Article
    III Representations and
    Warranties with respect
    to Group Companies	12
	Section 3.1	Organization
    and Good Standing	12
	Section 3.2	Capitalization	12
	Section 3.3	Group Companies	13
	Section 3.4	Financial
    Statements	13
	Section 3.5	Organization
    and Good Standing	13
	Section 3.6	Capitalization	14
	Section 3.7	Group Companies	15
	Section 3.8	Financial
    Statements	15
	Section 3.9	Compliance
    with Laws and Other Instruments	16
	 	 	 
	Article
    IV Representations and
    Warranties with Respect to
    Selling Shareholders	16
	Section 4.1	Capacity	16
	Section 4.2	Authorization	16
	Section 4.3	Conflicts;
    Consents of Third Parties	17
	Section 4.4	Ownership
    and Transfer of Shares	17
	Section 4.5	No Litigation	17
	Section 4.6	Brokers	17
	Section 4.7	Accuracy of
    Disclosure	18
	Section 4.8	Private Placement;
    Non-U.S. Person	18
	Section 4.9	No Other Representation	18
	 	 	 
	Article
    V Representations and
    Warranties of Purchaser	18
	Section 5.1	Organization
    and Good Standing	18
	Section 5.2	Authorization	18
	Section 5.3	Conflicts;
    Consents of Third Parties	19
	Section 5.4	Purchaser
    Shares; Valid Issuance.	19
	Section 5.5	Capitalization	19
	Section 5.6	SEC Filings;
    Financial Statements; Compliance.	20
	Section 5.7	Brokers	20
	Section 5.8	Shareholder
    Arrangements	20
	Section 5.9	No Other Representation	20


 




    	 	ii	 



     


    

 


	Article VI Covenants
    and Additional Agreements	21
	Section 6.1	Further Assurances	21
	Section 6.2	Confidentiality and Publicity	21
	Section 6.3	Tax Filing	21
	Section 6.4	Lock-up	23
	Section 6.5	Pre-Closing Notifications	23
	Section 6.6	Purchaser Board of Directors	23
	Section 6.7	Conduct of Business After Closing	24
	Section 6.8	Additional Undertakings	26
	Section 6.9	Shareholders Resolutions to Appoint New Director	27
	 	 	 
	Article VII Conditions
    to Closing	26
	Section 7.1	Conditions Precedent to Obligations of the Purchaser	27
	Section 7.2	Conditions Precedent to Obligations of the Selling Shareholders	28
	 	 	 
	Article VIII Indemnification	28
	Section 8.1	Survival of Representations, Warranties and Covenants	28
	Section 8.2	Indemnification	28
	Section 8.3	Certain Limitations	31
	Section 8.4	Tax Treatment of Indemnification Payments	32
	Section 8.5	Indemnification Sole and Exclusive Remedy	32
	 	 	 
	Article IX Miscellaneous	32
	Section 9.1	Expenses	32
	Section 9.2	Governing Law	32
	Section 9.3	Arbitration	32
	Section 9.4	Entire Agreement; Amendments and Waivers	33
	Section 9.5	Specific Performance	33
	Section 9.6	Notices	33
	Section 9.7	Severability	33
	Section 9.8	Binding Effect; Assignment	34
	Section 9.9	Counterparts	33


 




    	 	iii	 



     


    

 


SHARE PURCHASE
AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April 17, 2015, is entered into by and among (i) 58.com
Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Purchaser”), (ii) the Founder
(as defined in this Agreement) of Falcon View Technology (the “Company”), and (iii) the Persons set forth in
Schedule A hereto (collectively, the “Selling Shareholders” and individually a “Selling Shareholder”).


 


WITNESSETH:


 


WHEREAS,
the Company, an exempted company incorporated under the Laws of the Cayman Islands, and the other Group Companies (as defined
below) collectively operate an internet business providing classified advertisements in the People’s Republic of China (the
“PRC”);


 


WHEREAS,
each Selling Shareholder owns the number and type of Shares (as defined below) set forth opposite such Selling Shareholder’s
name in Schedule A under the heading “Current Ownership”; and


 


WHEREAS,
each Selling Shareholder desires to sell to the Purchaser, and the Purchaser desires to purchase from each Selling Shareholder,
on the terms and subject to the conditions set forth herein, such number of Shares owned by each Selling Shareholder as set forth
opposite such Selling Shareholder’s name in Schedule A under the heading “Purchased Shares” and
associated rights embodied therein.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, and intending to be
legally bound, the Parties hereby agree as follows:


 


Article
I


 


Definitions


 


Section 1.1           Certain
Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:


 


“Affiliate”
means any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under
common Control with, such Person, including without limitation, with respect to any Person that is an individual, his or her Immediate
Family Members.


 


“Aggregate
Purchase Price” has the meaning ascribed to it in Section 2.2.


 


“Agreement”
has the meaning ascribed to it in the Preamble.


 


“Applicable
Accounting Standards” means the accounting standards adopted by the Company and applied consistently throughout the
Financial Statements.


 


“Balance
Sheet Date” has the meaning ascribed to it in Section 3.4.


 


“Breaching
Selling Shareholder” has the meaning ascribed to it in Section 2.6.


 




    	 	 	 



     


    

 


“Business”
means, in respect of a Group Company, the business it currently conducts and, in respect of the Group Companies, the business
the Group Companies, taken as a whole, currently conduct.


 


“Business
Day” means a day that is not a Saturday or Sunday or any other day on which banks in the PRC, Hong Kong, the Cayman
Islands or the British Virgin Islands are required or authorized to be closed.


 


“Cash
Portion of Purchase Price” has the meaning ascribed to it in Section 2.2.


 


“Circular
7” means Circular No. 7 on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property
by Non-resident Enterprises (SAT Bulletin [2015] No. 7) (关于非居民企业间接转让财产企业所得税若干问题的公告(国家税务总局公告2015
年第7 号)),
dated February 3, 2015 and effective as of the same date, including any amendment, implementing rules, or official interpretation
thereof or any replacement, successor or alternative legislation having the same subject matter thereof.


 


“Closing”
has the meaning ascribed to it in Section 2.3.


 


“Closing
Date” has the meaning ascribed to it in Section 2.3.


 


“Company”
has the meaning ascribed to it in the Preamble.


 


“Contract”
means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, franchise or license (whether written
or oral).


 


“Control”
of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which 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 (or similar governing body) of such Person; the term “Controlled”
has the meaning correlative to the foregoing.


 


“Control
Documents” means the Contracts and other documents set forth in Schedule B hereto.


 


“Current
Transaction” has the meaning ascribed to it in Section 2.7(b).


 


“Domestic
Companies” mean Shanghai Zhengqi Advertising Co., Ltd. (上海正奇广告有限公司)
and Beijing Shan Jing Ke Chuang Network Technology Co., Ltd. (山景科创网络技术
(北京) 有限公司), Beijing Zhi Mo Si Management Consulting Co., Ltd. (北京志莫斯管理咨询有限公司 and
Beijing Rui Yi Car Service Co., Ltd.
(北京睿易汽车服务有限公司) and Yi Yun You
Network Technology (Beijing) Co., Ltd., each a limited liability company organized and existing under the Laws of the
PRC.


 


“Domestic
Subsidiary” means the WFOE.


 




    	 	2	 



     


    

 


“Equity
Securities” means any shares, share capital, registered capital, ownership interest, equity interest or other equity
securities of the Company, 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 (including all options and other awards of equity securities authorized under equity plans, whether
or not issued, granted or vested) or similar rights with respect to the Company, or any contract of any kind for the purchase
or acquisition from the Company of any of the foregoing, either directly or indirectly.


 


“Existing
Articles” means the seventh amended and restated memorandum and articles of association of the Company adopted by special
resolution dated July 29, 2014.


 


“Financial
Statements” has the meaning ascribed to it in Section 3.4.


 


“Founder”
means Mr. Haoyong Yang.


 


“Group
Companies” means the Company and any Person (other than a natural person) that is directly or indirectly Controlled
by the Company. For the avoidance of doubt, each of the Domestic Companies and the Domestic Subsidiary shall be deemed a Group
Company.


 


“Government
Authority” means any supranational, national, federal, state, municipal or local court, administrative body or other
governmental or quasi-governmental entity or authority with competent jurisdiction exercising legislative, judicial, regulatory
or administrative functions of or pertaining to supranational, national, federal, state, municipal or local government, including
any department, commission, board, agency, bureau, subdivision, instrumentality or other regulatory, administrative, judicial
or arbitral authority, and any securities exchange on which the securities of any Party or its Affiliates are listed.


 


“HKIAC
Rules” has the meaning ascribed to it in Section 9.3(a).


 


“Immediate
Family Members” means, with respect to any natural Person, (a) such Person’s spouse, parents, parents-in-law,
grandparents, children, grandchildren, siblings and siblings-in-law (in each case whether adoptive or biological), (b) spouses
of such Person’s children, grandchildren and siblings (in each case whether adoptive or biological) and (c) estates, trusts,
partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing.


 


“Indemnified
Party” has the meaning ascribed to it in Section 8.2(c)(i).


 


“Indemnifying
Party” has the meaning ascribed to it in Section 8.2(c)(i).


 


“Knowledge
of such Selling Shareholders” means with respect to each Selling Shareholder, the knowledge actually possessed, or,
to the extent that such Selling Shareholder has a right to appoint and has appointed a director to the board of directors of the
Company, that would have been possessed after due inquiry by such Selling Shareholder with the director appointed to the board
of directors of the Company, if any, by such Selling Shareholder.


 


“Law”
means any foreign, federal, state, municipal or local law, statute, code, ordinance, rule, decree, regulation or any common law
of any Government Authority or jurisdiction.


 




    	 	3	 



     


    

 


“Legal
Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings or investigations (whether civil
or criminal, judicial or administrative, at law or in equity, or public or private) by or before a Government Authority.


 


“Liability”
means any indebtedness, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated, or due or to become due), including those arising under any Law, Order, Legal Proceeding or Contract and including
all costs and expenses relating thereto.


 


“Lien”
means any lien (including, without limitation, tax lien), encumbrance, pledge, mortgage, deed of trust, security interest, claim,
lease, charge, option, restrictive covenant, right of first refusal, right of first offer, easement, servitude or other restriction
having similar effect.


 


“Liquidity
Based Options” has the meaning ascribed to it in Section 6.8.


 


“Losses”
has the meaning ascribed to it in Section 8.2(a).


 


“Material
Adverse Effect” means any change, circumstance, event or effect (each a “Change”) that, individually
or in the aggregate, is or would be materially adverse to: (a) the business, condition (financial or otherwise) or results
of operations of the Group Companies, taken as a whole; or (b) the ability of any Selling Shareholder to consummate the transactions
contemplated by this Agreement and to perform its obligations hereunder and under any other Transaction Documents; provided that
no Change (by itself or when aggregated or taken together with any and all other Changes) directly or indirectly resulting from,
relating to or arising out of any of the following shall be deemed to be or constitute a “Material Adverse Effect,”
or be taken into account when determining whether a “Material Adverse Effect” has occurred or may, would or could
occur: (i) general economic conditions (or changes in such conditions); (ii) conditions (or changes in such conditions) in the
industries in which the Group Companies conduct business; (iii) political conditions (or changes in such conditions) in the PRC;
(iv)        changes in Law or other legal or regulatory conditions (or the interpretation
thereof) or changes in Applicable Accounting Standards; and (v) the announcement of this Agreement or the pendency or consummation
of the transactions contemplated hereby, provided, however, that any Change referred to in clauses (i), (ii), (iii)
and (iv) above may be taken into account in determining whether or not there has been, or will, may, would or could be a Material
Adverse Effect to the extent, but only to the extent, that the Company is disproportionately affected thereby as compared to other
participants in the industry or markets in which the Company operates.


 


“New
Company Options” has the meaning ascribed to it in Section 6.8.


 


“Order”
means any written order, injunction, judgment, decree, notice, ruling, writ, assessment or arbitration award of a Government Authority.


 


“Ordinary
Shares” means the ordinary shares, par value US$0.0002 per share, in the capital of the Company.


 


“Party”
means a party to this Agreement.


 


“Permit”
means any approval, authorization, consent, license, permit or certificate of or issued by a Government Authority.


 




    	 	4	 



     


    

 


“Permitted
Liens” means the Liens set forth pursuant to Existing Articles and the Shareholders Agreement.


 


“Person”
means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company,
trust, unincorporated organization, Government Authority or other entity.


 


“PRC”
or “China” means the People’s Republic of China, excluding, for purposes of this Agreement, Hong Kong,
Macau and Taiwan.


 


“Preferred
Shares” means, collectively, the Series A Preferred Shares, the Series A-1 Preferred Shares, the Series B Preferred
Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.


 


“Purchase
Price” has the meaning ascribed to it in Section 2.2.


 


“Purchased
Shares” has the meaning ascribed to it in Section 2.1.


 


“Purchaser
Indemnitee” has the meaning ascribed to it in Section 8.2(a).


 


“Purchaser
Nominee” has the meaning ascribed to it in Section 2.4(a).


 


“Purchaser
Losses” has the meaning ascribed to it in Section 8.2(a).


 


“Purchaser
Shares” means (i) the Class A ordinary shares, par value US$0.00001 per share, in the capital of the Purchaser, and
(ii) in the case of Trinityville Profit Limited, the Class A ordinary shares, par value US$0.00001 per share, in the capital of
the Purchaser and the Class B ordinary shares, par value US$0.00001 per share, in the capital of the Purchaser.


 


“Qualified
Liquidation Event” has the meaning ascribed to it in Section 2.7(b).


 


“Registration
Rights Agreement” has the meaning ascribed to it in Section 2.4.


 


“Relevant
PRC Tax Authority” has the meaning ascribed to it in Section 6.7(b).


 


“SEC
Documents” has the meaning ascribed to it in Section 5.6.


 


“Selling
Shareholder” has the meaning ascribed to it in the Preamble, except that references to the Selling Shareholders in the
context of the rights and obligations of the shareholders of the Company after Closing shall exclude the Selling Shareholders
which sell all of their Shares on Closing and are not, therefore, shareholders of the Company after Closing.


 


“Selling
Shareholder Bank Account” has the meaning ascribed to it in Section 6.13.


 


“Selling
Shareholder Indemnitees” has the meaning ascribed to it in Section 8.2(c).


 




    	 	5	 



     


    

 


“Selling
Shareholder Losses” has the meaning ascribed to it in Section 8.2(c).


 


“Series
A Preferred Shares” means the Series A Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Series
A-1 Preferred Shares” means the Series A-1 Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Series
B Preferred Shares” means the Series B Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Series
C Preferred Shares” means the Series C Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Series
D Preferred Shares” means the Series D Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Series
E Preferred Shares” means the Series E Preferred Shares, par value US$0.0002 per share, in the capital of the Company.


 


“Shares”
means the shares in the capital of the Company, being the Ordinary Shares and the Preferred Shares.


 


“Shareholders
Agreement” means amended and restated shareholders agreement entered into by and among, inter alia, the Company
and its then shareholders on August 8, 2014.


 


“Shareholders
Rights” has the meaning ascribed to it in Section 2.1.


 


“Share
Portion of Purchase Price” has the meaning ascribed to it in Section 2.2.


 


“Tax”
or “Taxes” 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, and other social insurance withholding), housing funds and tariffs
(including import duty and import value-added tax), and other taxes, charges, fees, levies, or other assessments of any kind whatsoever
as applicable, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Government
Authority in connection with any item described in clause (a) above, and (c) any form of transferor liability imposed by any Government
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.


 


“Taxing
Authority” means any Government Authority responsible for the administration of any Tax.


 




    	 	6	 



     


    

 


“Third
Party Claim” has the meaning ascribed to it in Section 8.2(c)(ii).


 


“Transaction
Documents” means this Agreement and the Registration Rights Agreement and other agreements or documents required to
be executed and/or delivered by any Party in connection with the execution of this Agreement or the consummation of the transactions
contemplated by this Agreement.


 


“Transfer”
means, (i) when used as a verb, to sell, assign, dispose of, transfer, exchange, pledge, encumber, hypothecate or otherwise transfer
securities, assets or other property or any participation or interest therein, whether directly or indirectly (including pursuant
to a derivative transaction, merger, recapitalization, scheme of arrangement, amalgamation or other transaction or by operation
of law), or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition,
exchange, pledge, encumbrance, hypothecation, or other transfer of such securities, assets or other property or any participation
or interest therein or any agreement or commitment to do any of the foregoing.


 


“WFOE”
means Beijing Yangguang Gudi Science Development Co., Ltd. (北京阳光谷地科技发展有限公司),
a limited liability company organized and existing under the Laws of the PRC.


 


“Withheld
Amount” has the meaning ascribed to it in Section 2.5.


 


“Withheld
Funds” has the meaning ascribed to it in Section 6.6(a).


 


“Withhold
Expiration Date” has the meaning ascribed to it in Section 6.6(a).


 


Section
1.2           Interpretation and Rules of Construction.


 


(a)          Unless
otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:


 


(i)         the
provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion
of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;


 


(ii)        any
reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule
or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby
incorporated in and made a part of this Agreement as if set forth in full herein;


 


(iii)       any
reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the
plural and vice versa;


 


(iv)       the
word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including,
without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar
items or matters immediately following it;


 




    	 	7	 



     


    

 


(v)       words
such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement
as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;


 


(vi)       when
calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period shall be excluded;


 


(vii)      the
term “non-assessable,” when used with respect to any Shares, means that no further sums are required to be paid by
the holders thereof in connection with the issue thereof; and


 


(viii)     except
as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the lawful currency of the United
States.


 


(b)          In
the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any provision of this Agreement.


 


Article
II


 


Sale
and Purchase of
Shares


 


Section
2.1           Sale and Purchase of Shares. Upon the terms and subject
to the conditions set forth herein, at the Closing, each Selling Shareholder shall sell to the Purchaser, and the Purchaser shall
purchase from each Selling Shareholder, such number and type of Shares set forth opposite such Selling Shareholder’s name
under the heading “Purchased Shares” in Schedule A (the “Purchased Shares” of such
Selling Shareholder) and all rights such Selling Shareholder holds related thereto including without limitation those rights pursuant
to the Existing Articles and Shareholders Agreement (to the extent such rights are transferable by such Selling Shareholder)(collectively,
the “Shareholder Rights”).


 


Section
2.2           Purchase Price. Subject to the adjustments set forth
in Section 2.7, the aggregate purchase price for all Purchased Shares and the Shareholder Rights of all Selling Shareholders (the
“Aggregate Purchase Price”) shall be US$1,224,133,467, consisting of an aggregate of US$412,236,992 in cash
and an aggregate of 34,039,136 Purchaser Shares to be issued by the Purchaser at the Closing. With respect to each Selling Shareholder,
the aggregate purchase price for all Purchased Shares and the Shareholder Rights of such Selling Shareholder (the “Purchase
Price” for such Selling Shareholder) shall be in such amount, consisting of such amount of cash (the “Cash Portion
of Purchase Price”) and such number of Purchaser Shares (the “Share Portion of Purchase Price”), as set
forth opposite such Selling Shareholder’s name under the heading “Purchase Price” in Schedule A. 


 


Section 2.3           Closing
Date. Subject to the terms and conditions of this Agreement, the sale and purchase of all Purchased Shares and the Shareholder
Rights of all Selling Shareholders as contemplated by this Agreement (the “Closing”) shall take place within
three (3) Business Days after the date hereof subject to the satisfaction or valid waiver of each of the conditions set forth
in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction
or waiver of those conditions at such time) (the date on which the Closing occurs, the “Closing Date”), unless
another time, date or place is agreed to in writing by the Purchaser and each Selling Shareholder.


 




    	 	8	 



     


    

 


Section 2.4           Closing
Deliveries by the Selling Shareholders. At the Closing, each Selling Shareholder shall deliver or cause to be delivered:


 


(a)          to
the Purchaser:


 


(i)          a
copy of the instrument of transfer in the form of Exhibit A hereto with respect to the Purchased Shares of such Selling
Shareholder, dated the Closing Date and duly executed by such Selling Shareholder (with the original(s) to be delivered to the
Purchaser within three (3) business days after the Closing);


 


(ii)         the
original certified true copy of the register of members of the Company, duly certified by the registered office provider of the
Company as of the Closing Date, evidencing the ownership by the Purchaser of the Purchased Shares;


 


(iv)        a
copy of the share certificate(s) in the name of the Purchaser, dated as of the Closing Date and duly executed on behalf of the
Company, evidencing the ownership by the Purchaser of the Purchased Shares (with the original(s) to be delivered to the Purchaser
within three (3) business days after the Closing);


 


(v)         a
copy of the register of directors of the Company, duly certified by the registered office provider of the Company as of the Closing
Date, evidencing the appointment of Mr. Jinbo Yao as a director of the Company designated by the Purchaser (the “Purchaser
Nominee”);


 


(vi)        the
registration rights agreement in the form of Exhibit B hereto (the “Registration Rights Agreement”),
dated the Closing Date and duly executed by such Selling Shareholder that receives any Share Portion of Purchase Price at the
Closing;


 


(vii)       a
copy of the resolutions or other internal authorizations duly and validly adopted by the board of directors, shareholders, partners
and/or other equivalent corporate organs of such Selling Shareholder evidencing its authorization of the execution and delivery
of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated
hereby and thereby; and


 


(viii)
a copy of the confirmation letter in the form of Exhibit E hereto duly executed by each of the Selling Shareholders who
will receive any amount as set forth opposite such Selling Shareholder’s name under the heading “Closing Day Payment
(Net of Withheld Amount)” in Schedule A.


 




    	 	9	 



     


    

 


Section 2.5           Closing
Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to each Selling Shareholder:


 


(a)          an
amount equal to the Cash Portion of Purchase Price for such Selling Shareholder, less the amount set forth opposite such Selling
Shareholder’s name under the heading “Withheld Amount” in Schedule A hereto (the “Withheld Amount”
for such Selling Shareholder), by wire transfer of immediately available funds in US$ to the Selling Shareholder Bank Account
of such Selling Shareholder, which wire transfer shall be evidenced for purposes of Closing by delivery of a copy of irrevocable
wiring instructions to the Selling Shareholder Bank Account of such Selling Shareholder (known as “MT-103”
and containing the SWIFT number of such remittances);


 


(b)          the
original certified true copy of the register of members of the Purchaser, dated as of the Closing Date and duly certified by the
registered office provider of the Purchaser, evidencing the ownership by such Selling Shareholder of the Share Portion of Purchase
Price;


 


(c)          a
copy of the share certificate(s) in the name of such Selling Shareholder, dated as of the Closing Date and duly executed on behalf
of the Purchaser, evidencing the ownership by such Selling Shareholder of the Share Portion of Purchase Price (with the original(s)
to be delivered to such Selling Shareholder within three (3) business days after the Closing);


 


(d)          an
assumption agreement in the form attached as Exhibit C to the Shareholders Agreement whereby the Purchaser agrees to be
bound and become a party to the Shareholders Agreement;


 


(e)          the
Registration Rights Agreement, dated the Closing Date and duly executed by the Purchaser; and


 


(f)          in
the case of Classroom Investments Inc., a confirmation letter in the form attached hereto as Exhibit D.


 


Section 2.6           Breaching
Selling Shareholder. If, at the Closing, any Selling Shareholder fails to fully comply with any of its obligations set forth
in Section 2.4 (a “Breaching Selling Shareholder”):


 


(a)          The
Purchaser shall be entitled, at its sole discretion and by written notice to the Selling Shareholders, to (without prejudice to
any other rights and remedies that may be available to the Purchaser):


 


(i)          close
the transactions contemplated hereby so far as practicable and consummate the sales and purchases of the Purchased Shares and
the Shareholder Rights of the Selling Shareholders other than the Breaching Selling Shareholder(s);


 


(ii)         defer
the Closing to a specified date not more than twenty (20) Business Days after the originally scheduled Closing Date; or


 




    	 	10	 



     


    

 


(iii)        immediately
terminate this Agreement (A) solely with respect to the Breaching Selling Shareholder(s) if the aggregate remaining Selling Shareholders
(other than the Breaching Selling Shareholder(s)) collectively are the shareholders of record of thirty-five percent (35%) or
more of the outstanding Shares on an as-converted basis and fifty percent (50%) or more of the outstanding Preferred Shares or
(B) with respect to all Selling Shareholders if the aggregate remaining Selling Shareholders (other than the Breaching Selling
Shareholder(s)) collectively are the shareholders of record of less than (1) thirty-five percent (35%) of the outstanding Shares
on an as-converted basis or (2) fifty percent (50%) of the outstanding Preferred Shares.


 


(b)          In
the event that the Purchaser elects to proceed under Section 2.6(a)(i) or Section 2.6(a)(iii), this Agreement shall
be deemed to have been duly amended and modified to the extent necessary to exclude the sale and purchase of the Purchased Shares
and the Shareholder Rights of the Breaching Selling Shareholder from the transactions contemplated hereby, and the Purchaser shall
have no responsibility or liability with respect to any such transaction in respect of such Breaching Selling Shareholder.


 


(c)          Each
Selling Shareholder hereby agrees that, to the extent such Selling Shareholder is a Breaching Selling Shareholder, the Purchaser
shall have the right (but not the obligation) to purchase, at any time after the consummation of the sale and purchase contemplated
by Section 2.6(b), the Purchased Shares and the Shareholder Rights of such Selling Shareholder for an aggregate purchase
price equal to the Purchase Price for such Selling Shareholder (without interest), and otherwise on the terms and conditions (including
the arrangements with respect to representations and warranties, covenants and transaction expenses in this Agreement) that would
have been applicable to the sale and purchase of the Purchased Shares and the Shareholder Rights of such Selling Shareholder if
such sale and purchase had occurred at the Closing.


 


Section 2.7           Allocation
of Purchase Price and Qualified Liquidation Event.


 


(a)          Each
Selling Shareholder hereby irrevocably consents to the allocation of the Aggregate Purchase Price among the Selling Shareholders
for their respective Purchased Shares as contemplated by Schedule A, including the adjustments to the Aggregate Purchase
Price set forth in this Section 2.7 and on Schedule A.


 


(b)          In
the event of the consummation of a transaction, or a series of transactions, that, either alone or in combination with the sale
of the Purchased Shares contemplated by this Agreement (the “Current Transaction”), would constitute a “Liquidation
Event” with respect to the Company (as such term is defined in Section 2 of Schedule A of the Existing Articles) in which
the Purchaser or its Affiliate(s) participates as a buyer or to which the Purchaser provides its consent and approval (a “Qualified
Liquidation Event”), the Purchaser and each Selling Shareholder undertakes and agrees that the distribution and payment
of the Preferred Liquidation Premium (which shall be derived for the Qualified Liquidation Event in a manner consistent with the
calculation of the Preferred Liquidation Premium for the Current Transaction (as set forth on Schedule A) in the Qualified
Liquidation Event) shall be allocated among Trinityville Profit Limited (or its successors or permitted assigns or its or their
designee(s)) and the other Selling Shareholders in such Qualified Liquidation Event in a manner consistent with the allocation
of the Preferred Liquidation Premium among Trinityville Profit Limited and the other Selling Shareholders in the Current Transaction
(as set forth on Schedule A).


 


(c)          Section
2.7(b) of this Agreement shall terminate in its entirety and be of no further force and effect on the date that is twelve
(12) months following the Closing Date unless a definitive agreement has been entered into with respect to a Qualified Liquidation
Event on or prior to such date, in which case Section 2.7(b) shall continue to apply to such Qualified Liquidation Event
(and any amendments thereto).


 




    	 	11	 



     


    

 


Article
III


 


Representations
and Warranties with
respect to Group
Companies


 


A.
Each Selling Shareholder (other than Trinityville Profit Limited), severally but not jointly, represents and warrants to the Purchaser
the following (from Section 3.1 to Section 3.4), to the Knowledge of such Selling Shareholder:


 


Section 3.1           Organization
and Good Standing. The Company is an exempted company duly organized, validly existing and in good standing under the Laws
of the Cayman Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now conducted. The Company is duly qualified or authorized to do business as now conducted and is in good standing
under the laws of each jurisdiction in which such qualification or authorization is required.


 


Section 3.2           Capitalization.


 


(a)          As
of the date hereof and the Closing Date, the share capital of the Company consists of:


 


(i)          135,680,555
authorized Preferred Shares, of which (1) 25,200,590 shares are designated as Series A Preferred Shares, 25,200,590 of which are
issued and outstanding; (2) 14,616,620 shares are designated as Series A-1 Preferred Shares, 14,616,620 of which are issued and
outstanding; (3) 40,381,300 shares are designated as Series B Preferred Shares, 40,381,300 of which are issued and outstanding;
(4) 15,296,364 shares are designated as Series C Preferred Shares, 15,296,364 of which are issued and outstanding; (5) 21,241,560
shares are designated as Series D Preferred Shares, 21,241,560 of which are issued and outstanding; and (6) 18,944,121 shares
are designated as Series E Preferred Shares, 18,944,121 of which are issued and outstanding; in each case of (1) through (6),
having the rights, privileges and preferences as set forth in the Existing Articles.


 


(ii)         212,174,158
authorized Ordinary Shares, of which (1) 50,000,000 Ordinary Shares are issued and outstanding, (2) 25,200,590 Ordinary Shares
are reserved for issuance upon conversion of the Series A Preferred Shares, (3) 14,616,620 Ordinary Shares are reserved for issuance
upon conversion of the Series A-1 Preferred Shares, (4) 40,381,300 Ordinary Shares are reserved for issuance upon conversion of
the Series B Preferred Shares, (5) 18,751,201 Ordinary Shares are reserved for issuance upon conversion of the Series C Preferred
Shares, (6) 21,241,560 Ordinary Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 18,944,121
Ordinary Shares are reserved for issuance upon conversion of the Series E Preferred Shares, (8) 19,332,530 Ordinary Shares are
reserved for issuance pursuant to the Company Share Incentive Plan; 12,488,605 of which have been reserved in respect of options
that have been granted and vested as of the Closing; 1,847,166 of which have been reserved in respect of options that have been
granted, vested and exercised as of the Closing; and 2,464,924 of which have been reserved in respect of options that have been
granted and are unvested as of the Closing, and (9) 3,706,236 Ordinary Shares are reserved for issuance to the chief executive
officer of the Company, all of which have been reserved in respect of options that have been granted and are unvested as of the
Closing.


 




    	 	12	 



     


    

 


(b)          As
of the Closing, all of the issued and outstanding Preferred Shares and Ordinary Shares are duly authorized, validly issued, fully
paid and non-assessable. The ratio of conversion into Ordinary Shares for each of the Series A Preferred Shares, the Series A-1
Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares is 1:1, and the
ratio of conversion into Ordinary Shares for each of the Series C Preferred Shares is 1:1.22586.


 


(c)          Except
for the Shareholders Agreement and as described in Section 3.2(a), as of the Closing, there are no outstanding Ordinary
Shares, Preferred Shares, any other shares or equity of the Company, or any securities convertible into or exercisable or exchangeable
for any of the foregoing, or any other options, warrants, subscriptions, or other rights, proxy or shareholders agreements or
Contracts of any kind to which the Company is a party, either directly or indirectly, entitling the holder thereof to purchase
or otherwise acquire or to compel the Company to issue, repurchase or redeem any shares or other securities of the Company. Except
as contemplated by the Transaction Documents and the Shareholders Agreement, such Selling Shareholder is not a party or subject
to any Contract that affects or relates to the voting or giving of consents with respect to, the currently outstanding securities
of the Company or any securities issuable upon exercise or conversion of its currently outstanding securities.


 


Section 3.3           Group
Companies. Schedule C hereto sets forth a complete and accurate list, as of August 8, 2014, of the Group Companies (other
than the Company) and, for each such Group Company, its name, the jurisdiction in which it is incorporated or organized, the names
of its shareholders and the amount of share capital or other equity interest in such Group Company held by each such shareholder.


 


Section 3.4           Financial
Statements. True copies of the consolidated unaudited balance sheets, income statements and statements of cash flow of the
Group Companies, as provided by the Company, for the fiscal year ended December 31, 2014 (December 31, 2014 is hereinafter referred
to as the “Balance Sheet Date”) of the Company have been delivered by the Selling Shareholders to the Purchaser
(the “Financial Statements”).


 


B.
Trinityville Profit Limited and the Founder hereby jointly and severally represent and warrant to the Purchaser the following
(from Section 3.5 to Section 3.9):


 


Section 3.5          Organization
and Good Standing. The Company is an exempted company duly organized, validly existing and in good standing under the Laws
of the Cayman Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now conducted. The Company is duly qualified or authorized to do business as now conducted and is in good standing
under the laws of each jurisdiction in which such qualification or authorization is required.


 




    	 	13	 



     


    

 


Section 3.6           Capitalization.


 


(a)          As
of the date hereof and the Closing Date, the share capital of the Company consists of:


 


(i)          135,680,555
authorized Preferred Shares, of which (1) 25,200,590 shares are designated as Series A Preferred Shares, 25,200,590 of which are
issued and outstanding; (2) 14,616,620 shares are designated as Series A-1 Preferred Shares, 14,616,620 of which are issued and
outstanding; (3) 40,381,300 shares are designated as Series B Preferred Shares, 40,381,300 of which are issued and outstanding;
(4) 15,296,364 shares are designated as Series C Preferred Shares, 15,296,364 of which are issued and outstanding; (5) 21,241,560
shares are designated as Series D Preferred Shares, 21,241,560 of which are issued and outstanding; and (6) 18,944,121 shares
are designated as Series E Preferred Shares, 18,944,121 of which are issued and outstanding; in each case of (1) through (6),
having the rights, privileges and preferences as set forth in the Existing Articles.


 


(ii)         212,174,158
authorized Ordinary Shares, of which (1) 50,000,000 Ordinary Shares are issued and outstanding, (2) 25,200,590 Ordinary Shares
are reserved for issuance upon conversion of the Series A Preferred Shares, (3) 14,616,620 Ordinary Shares are reserved for issuance
upon conversion of the Series A-1 Preferred Shares, (4) 40,381,300 Ordinary Shares are reserved for issuance upon conversion of
the Series B Preferred Shares, (5) 18,751,201 Ordinary Shares are reserved for issuance upon conversion of the Series C Preferred
Shares, (6) 21,241,560 Ordinary Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 18,944,121
Ordinary Shares are reserved for issuance upon conversion of the Series E Preferred Shares, (8) 19,332,530 Ordinary Shares are
reserved for issuance pursuant to the Company Share Incentive Plan; 12,488,605 of which have been reserved in respect of options
that have been granted and vested as of the Closing; 1,847,166 of which have been reserved in respect of options that have been
granted, vested and exercised as of the Closing; and 2,464,924 of which have been reserved in respect of options that have been
granted and are unvested as of the Closing, and (9) 3,706,236 Ordinary Shares are reserved for issuance to the chief executive
officer of the Company, all of which have been reserved in respect of options that have been granted and are unvested as of the
Closing.


 


(b)          As
of the Closing, all of the issued and outstanding Preferred Shares and Ordinary Shares are duly authorized, validly issued, fully
paid and non-assessable. The ratio of conversion into Ordinary Shares for each of the Series A Preferred Shares, the Series A-1
Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares is 1:1, and the
ratio of conversion into Ordinary Shares for each of the Series C Preferred Shares is 1:1.22586.


 


(c)          Except
for the Shareholders Agreement and as described in Section 3.6(a), as of the Closing, there are no outstanding Ordinary
Shares, Preferred Shares, any other shares or equity of the Company, or any securities convertible into or exercisable or exchangeable
for any of the foregoing, or any other options, warrants, subscriptions, or other rights, proxy or shareholders agreements or
Contracts of any kind to which the Company is a party, either directly or indirectly, entitling the holder thereof to purchase
or otherwise acquire or to compel the Company to issue, repurchase or redeem any shares or other securities of the Company. Except
as contemplated by the Transaction Documents and the Shareholders Agreement, none of Trinityville Profit Limited, the Founder
and the Group Companies is a party or subject to any Contract that affects or relates to the voting or giving of consents with
respect to, the currently outstanding securities of the Company or any securities issuable upon exercise or conversion of its
currently outstanding securities.


 




    	 	14	 



     


    

 


Section 3.7           Group
Companies.


 


(a)          Schedule
C hereto sets forth a complete and accurate list of the Group Companies (other than the Company) and, for each such Group
Company, its name, the jurisdiction in which it is incorporated or organized, the names of its shareholders and the amount of
share capital or other equity interest in such Group Company held by each such shareholder. Each such Group Company (i) is a duly
organized and validly existing company or other entity and, where applicable, in good standing under the laws of the jurisdiction
of its incorporation or organization; (ii) is duly qualified or authorized to do business in each jurisdiction in which the conduct
of its business or the ownership of its properties requires such qualification or authorization; and (iii) has all requisite corporate
or entity power and authority to own, lease and operate its properties and carry on its business as now conducted.


 


(b)          All
the outstanding share capital, registered capital or other equity interest of each Group Company is validly issued, fully paid
and non-assessable and are owned free and clear of all Liens (other than any Liens created under the Control Documents). Except
pursuant to the Control Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights
and rights of first refusal), subscriptions, or other rights, proxy or shareholders agreements or Contracts of any kind, either
directly or indirectly, entitling the holder thereof to purchase or otherwise acquire or to compel any of the Group Companies
(other than the Company) to issue, repurchase or redeem any share or other securities of any Group Company (other than the Company).
Except as pursuant to the Control Documents, no Group Company (other than the Company) is a party or subject to any Contract that
affects or relates to the voting or giving of written consents with respect to, or the right to cause the registration of, any
share or other securities of any Group Company (other than the Company).


 


(c)          (i)
The Company has effective Control of the Domestic Companies and is the sole beneficiary of the Domestic Companies, (ii) all shareholders
of the Domestic Companies have been in compliance with the terms of the Control Documents, (iii) the Control Documents are adequate
to enable the financial statements of the Domestic Companies to be consolidated with those of the other Group Companies in accordance
with the Applicable Accounting Standard and (iv) other than with respect to Beijing Zhi Mo Si Management Consulting Co., Ltd.
and Beijing Rui Yi Car Service Co., Ltd., the pledge over the entire equity interests of the Domestic Companies in favor of the
applicable Group Company (other than the Domestic Companies) has been duly registered with the competent Government Authority.


 


Section 3.8           Financial
Statements. 


 


(a)          The
Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Group Companies,
(ii) present fairly in all material respects the consolidated financial condition and results of operations of the Group Companies
as of the dates thereof and for the periods covered thereby and (iii) have been prepared in accordance with Applicable Accounting
Standards applied on a basis consistent with the past practices of the Group Companies subject to normal recurring year-end adjustments
and the absence of notes.


 




    	 	15	 



     


    

 


(b)          No
Group Company has any Liabilities other than (i) Liabilities that are required to be and have been reflected or reserved in the
Financial Statements, and (ii) Liabilities incurred in the ordinary course of business after the Balance Sheet Date which do not
and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


Section 3.9           Compliance
with Laws and Other Instruments.


 


(a)          Each
Group Company is, and at all times has been, in compliance in all material respects with all Laws and Orders that are applicable
to it or to the conduct or operation of the Business or the ownership or use of any of its properties and assets.


 


(b)          None
of the Group Companies is in violation of its business license, memorandum of association or articles of association, shareholders
agreement, as appropriate, or equivalent constitutive documents as in effect.


 


(c)          Each
Group Company is, and at all times has been, in compliance with all applicable Laws relating to anti-bribery or anti-corruption
(governmental or commercial), money laundering, sanctions or export controls.


 


Article
IV


 


Representations
and Warranties with
Respect to Selling
Shareholders


 


Each
Selling Shareholder represents and warrants, severally and not jointly and in respect of itself only (and not in respect of any
other Selling Shareholder), to the Purchaser each of the statements contained in this Article IV.


 


Section 4.1           Capacity.
Such Selling Shareholder is duly organized, validly existing and in good standing under the Laws of the place of its incorporation
or formation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its
business as now conducted.


 


Section 4.2           Authorization.
Such Selling Shareholder has all requisite power and authority to execute and deliver this Agreement and the other Transaction
Documents to which such Selling Shareholder is a party, to perform its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents
to which such Selling Shareholder is a party and the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all requisite corporate action on the part of such Selling Shareholder. This Agreement has been, and each of
the other Transaction Documents to which such Selling Shareholder is a party will be at or prior to the Closing, duly and validly
executed and delivered by such Selling Shareholder and (assuming the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement constitutes, and the other Transaction Documents to which such Selling Shareholder is a party
will constitute, the legal, valid and binding obligations of such Selling Shareholder, enforceable against it in accordance with
their respective terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law
or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies
generally.  


 




    	 	16	 



     


    

 


Section 4.3           Conflicts;
Consents of Third Parties.


 


(a)          None
of the execution, delivery and performance by such Selling Shareholder of this Agreement or the other Transaction Documents to
which such Selling Shareholder is a party, the consummation of the transactions contemplated hereby or thereby, or compliance
by such Selling Shareholder with any of the provisions hereof or thereof will breach or conflict with, or result in any violation
of or default under (with or without notice or lapse of time, or both), any provision of (i) the memorandum and articles of association
or comparable organizational documents of such Selling Shareholder, (ii) the Existing Articles or the memorandum and articles
of association or comparable organizational documents of any other Group Company, (iii) any Law or Order applicable to such Selling
Shareholder or (iv) any Contract to which such Selling Shareholder is a party or by which such Selling Shareholder or its property
or assets is bound or result in the acceleration of any material obligation under any Contract.  


 


(b)          No
consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government
Authority or any other Person is required in connection with the execution and delivery of this Agreement or the other Transaction
Documents or the compliance by such Selling Shareholder with any of the provisions hereof or thereof, or the consummation of the
transactions contemplated hereby or thereby. 


 


Section 4.4           Ownership
and Transfer of Shares. Such Selling Shareholder is the record and beneficial owner of the Purchased Shares of such Selling
Shareholder, free and clear of all Liens other than Permitted Liens. Such Selling Shareholder has the power to sell, transfer,
assign and deliver its Purchased Shares as provided in this Agreement and, upon transfer and delivery of such Purchased Shares
to the Purchaser and payment therefor in accordance with this Agreement, subject only to the entry of the name of the Purchaser
as the holder of such Purchased Shares in the register of members of the Company, such transfer and delivery will convey to the
Purchaser good and marketable title to such Purchased Shares, free and clear of all Liens other than Permitted Liens. Each Purchased
Share of such Selling Shareholder is duly authorized, validly issued, fully paid and non-assessable.  


 


Section 4.5           No
Litigation. No Legal Proceedings are pending with respect to its Purchased Shares or such Selling Shareholder or any of its
Affiliates which questions the validity of the Transaction Documents, the right of such Selling Shareholder to enter into the
Transaction Documents to which such Selling Shareholder is a party, the rights and obligations of such Selling Shareholder to
consummate the transactions contemplated by such Transaction Documents, or which would reasonably be expected to prohibit or materially
delay the consummation of the transactions contemplated by this Agreement.


 


Section 4.6           Brokers.
No broker, finder or investment banker is entitled to receive from the Purchaser or, to the Knowledge of such Selling Shareholder,
any Group Company any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by
this Agreement or any other Transaction Document based upon arrangements made by or on behalf of such Selling Shareholder.


 




    	 	17	 



     


    

 


Section
4.7           Accuracy of Disclosure. True and complete copies of
the Existing Articles and the Shareholders Agreement, which are in full force and effect as of the date hereof and as of immediately
prior to the Closing, have been furnished to the Purchaser, and such documents have not been amended or restated in any way since
the date thereof.


 


Section
4.8           Private Placement; Non-U.S. Person. Such Selling Shareholder
(if such Selling Shareholder will receive any Share Portion of Purchase Price at the Closing) understands that (a) the Share Portion
of Purchase Price has not been registered under the Securities Act or any state securities Law and (b) the Share Portion of Purchase
Price may not be sold unless such disposition is registered under the Securities Act and applicable state securities Law or is
exempt from registration thereunder. Such Selling Shareholder (if such Selling Shareholder will receive any Share Portion of Purchase
Price at the Closing) represents that it is either: (i) an institutional “accredited investor” (as defined in Rule
501(a) of Regulation D under the Securities Act) or (ii) not a U.S. Person and is located outside of the United States, as such
terms are defined in Rule 902 of Regulation S under the Securities Act.


 


Section
4.9           No Other Representation. Other than the representations
and warranties explicitly set forth in Articles III and IV of this Agreement and the representations and warranties in the other
Transaction Documents, such Selling Shareholder is not making any other representations and warranties to the Purchaser in connection
with the transactions contemplated by this Agreement.


 


Article
V


 


Representations
and Warranties of
Purchaser


 


The
Purchaser represents and warrants to the Selling Shareholders each of the statements contained in this Article V.


 


Section 5.1           Organization
and Good Standing. The Purchaser is duly organized, validly existing and in good standing under the Laws of the Cayman Islands,
and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now
conducted.


 


Section 5.2           Authorization.
The Purchaser has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents
to which the Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which the Purchaser is
a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
action on the part of the Purchaser. This Agreement has been, and each of the other Transaction Documents to which the Purchaser
is a party will be at or prior to the Closing, duly and validly executed and delivered by the Purchaser and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the other Transaction
Documents to which the Purchaser is a party will constitute, the legal, valid and binding obligations of the Purchaser, enforceable
against it in accordance with their respective terms, except as enforcement may be limited by general principles of equity, whether
applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’
rights and remedies generally.


 




    	 	18	 



     


    

 


Section 5.3           Conflicts;
Consents of Third Parties


 


(a)          None
of the execution, delivery and performance by the Purchaser of this Agreement or the other Transaction Documents to which the
Purchaser is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by the Purchaser with
any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (with or
without notice or lapse of time, or both), any provision of (i) the memorandum and articles of association of the Purchaser (the
“Purchaser Articles”), (ii) any Law or Order applicable to the Purchaser or (iv) any Contract to which the
Purchaser is a party or by which the Purchaser or its property or assets is bound or result in the acceleration of any material
obligation under any Contract except to the extent such violation or default would not have a material adverse effect on the Purchaser’s
ability to consummate the transactions contemplated herein.


 


(b)          No
consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government
Authority or any other Person is required in connection with the execution and delivery of this Agreement or the other Transaction
Documents or the compliance by the Purchaser with any of the provisions hereof or thereof, or the consummation of the transactions
contemplated hereby or thereby, except for the registration with the SEC contemplated by the Registration Rights Agreement and
a supplemental listing application to the New York Stock Exchange.


 


Section 5.4           Purchaser
Shares; Valid Issuance. The Purchaser Shares to be issued pursuant to this Agreement will, when issued in accordance with
the provisions of this Agreement, be validly issued, fully paid and nonassessable assuming the accuracy of the representations
and warranties made by the Selling Shareholders in Section 4.8 of this Agreement and American depositary shares representing the
Purchaser Shares are expected to be eligible for trading on the New York Stock Exchange.


 


Section 5.5           Capitalization.


 


(a)          As
of March 31, 2015, the entire share capital of the Purchaser consists of 5,000,000,000 authorized ordinary shares, par value US$0.00001
per share, of which (1) 4,800,000,000 shares are designated as Class A Ordinary Shares, (a) 107,140,626 of which are issued and
outstanding and (b) 25,618,853 of which are reserved for issuance pursuant to the Purchaser’s share incentive plans, 3,339,826
of which have been granted and outstanding and are vested as of March 31, 2015, and (2) 200,000,000 shares of which are designated
as Class B Ordinary Shares, 74,500,479 of which are issued and outstanding; in either case of (1) or (2), having the rights, privileges
and preferences as set forth in the Purchaser Articles. All of the issued and outstanding ordinary shares of the Purchaser are
duly authorized, validly issued, fully paid and non-assessable.


 


(b)          As
of March 31, 2015, there are no outstanding ordinary shares, preferred shares, any other shares or equity of the Purchaser, or
any securities convertible into or exercisable or exchangeable for any of the foregoing, or any other options, warrants, subscriptions,
or other rights, proxy or shareholders agreements or Contracts of any kind, either directly or indirectly, entitling the holder
thereof to purchase or otherwise acquire or to compel the Purchaser to issue, repurchase or redeem any shares or other securities
of the Purchaser.


 




    	 	19	 



     


    

 


Section 5.6           SEC
Filings; Financial Statements; Compliance.


 


(a)          The
Purchaser has filed with or furnished to the SEC, as applicable, all reports, forms and other filings required to be filed with
or furnished to the SEC by the Purchaser since November 1, 2013 pursuant to the Securities Act or the Securities Exchange Act
(collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “SEC
Documents”).  As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing):  (i) each of the SEC Documents complied in all material respects with
the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(b)          The
consolidated financial statements contained in the SEC Documents:  (i) complied as to form in all material respects with
the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial
statements and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments;
and (iii) fairly present in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries
as of the respective dates thereof and the consolidated results of operations of Purchaser and its consolidated subsidiaries for
the periods covered thereby.


 


(c)          The
Purchaser is and has conducted its business (and each of its subsidiaries is and has conducted its business) in compliance with
applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial), money laundering, sanctions or export
controls, except as disclosed in the SEC Documents.


 


Section
5.7           Brokers. No broker, finder or investment banker is
entitled to receive from any Selling Shareholder or Group Company any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made
by or on behalf of the Purchaser.


 


Section
5.8           Shareholder Arrangements. Except as set forth herein
or in any other Transaction Document or as otherwise disclosed to each Selling Shareholder, neither Purchaser nor any of its Affiliates
is a party to any Contract, or has made or entered into any formal or informal arrangements or other understandings (whether or
not binding), with any Selling Shareholder or any of their respective Affiliates relating to this Agreement, the Current Transaction
or any other transactions contemplated by this Agreement.


 


Section
5.9           No Other Representation. Other than the representations
and warranties explicitly set forth in this Article V and the representations and warranties contained in the other Transaction
Documents, the Purchaser is not making any other representations and warranties to the Selling Shareholders in connection with
the transactions contemplated by this Agreement.


 




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Article
VI


 


Covenants
and Additional Agreements


 


Section 6.1           Further
Assurances. Each Party shall use its reasonable best efforts to take all actions necessary or advisable and do all things
(including to execute and deliver documents and other papers) necessary or advisable to consummate the transactions contemplated
by this Agreement and the other Transaction Documents.


 


Section 6.2           Confidentiality
and Publicity.


 


(a)          Each
Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat
and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with
respect to the other Parties, the Business or the Group Companies or relating to the transactions contemplated hereby, (ii) in
the event that any Party or any agent, representative, Affiliate, employee, officer or director of such Party becomes legally
compelled to disclose any such information (except for the information that is required to be disclosed in the Purchaser’s
filing or reporting with the SEC as required under applicable securities law, including the Purchaser’s annual report on
Form 20-F), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may seek a protective
order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order
or other remedy is not obtained, or the relevant Party waive compliance with this Section 6.2(a), furnish only that portion
of such confidential information which is legally required to be provided and exercise its commercially reasonable efforts to
obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section
6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in
breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors.


 


(b)          No
Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case
of a proposed release or announcement by any Selling Shareholder) or of the Selling Shareholders (in the case of a proposed release
or announcement by the Purchaser), unless otherwise required by Law or Government Authority.


 


Section
6.3           Tax Filing.


 


(a)          The
Purchaser shall withhold the Withheld Amount from the Purchase Price payable to the Selling Shareholders and set aside such amount
in an interest bearing account as a separate pool of funds (together with the interest earned thereon, if any, the “Withheld
Funds”) for the purposes set forth in this Section 6.3. The Purchaser shall maintain a ledger for the Withheld
Funds showing the Withheld Funds for each Selling Shareholder individually. Unless expressly permitted hereunder, the Purchaser
shall not utilize any of such the Withheld Funds without the prior written approval by the affected Selling Shareholders. The
Withheld Funds shall be withheld by the Purchaser for a period that ends on the second (2nd ) anniversary of the Closing
Date (the “Withhold Expiration Date”).


 


(b)          The
Parties hereby acknowledge, covenant and agree that (i) the Purchaser shall have no obligation to pay any Tax of any nature that
is required by applicable Law to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect
partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents,
and (ii) each Selling Shareholder agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid
by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents.


 




    	 	21	 



     


    

 


(c)          Each
of the Selling Shareholders shall, at its own expense, as soon as possible within thirty (30) days following the Closing Date
(and in any event within the period required by Circular 7), duly and properly make with the applicable PRC Taxing Authority (being
the PRC Taxing Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority”)
the relevant Tax filings and disclosures that are required by (and shall make such filings and disclosures in accordance with
the requirements of) applicable Law (including Circular 7) in connection with the transactions contemplated by this Agreement
and the other Transaction Documents. After such Tax filing, each Selling Shareholder agrees to use its commercially reasonable
efforts to promptly submit all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax
filing, and give regular updates to the Purchaser as to the determination (and delivers to the Purchaser assessment notices, if
any, issued by the Relevant PRC Tax Authority in connection with such determination).


 


(d)          To
the extent that any Selling Shareholder is determined by the Relevant PRC Tax Authority to be required by applicable Law (including
Circular 7) to pay Taxes in connection with the transactions contemplated by this Agreement and the other Transaction Documents
(the “Selling Taxes”), the Purchaser shall, within such period of time as required by the Relevant PRC Tax
Authority, (i)(A) promptly upon receipt of a written request from such Selling Shareholder together with reasonable supporting
documentation, release an amount equal to the Selling Taxes out of the Withheld Funds for such Selling Shareholder to pay the
Relevant PRC Tax Authority or (B) if no such request is received by the Purchaser, pay such Selling Taxes out of the Withheld
Amount for such Selling Shareholder in the Withheld Funds(in each case, the paying party shall provide the other, as soon as reasonably
practicable, with evidence that such Selling Taxes have been paid in the form of a receipt of payment issued by the Relevant PRC
Tax Authority), and (ii) the Withheld Amount for such Selling Shareholder in the Withheld Funds shall be deemed to have been reduced
by the amount of (x) funds released to such Selling Shareholder for the payment of the Selling Taxes or (y) the Selling Taxes
paid on behalf of such Selling Shareholder.


 


(e)          To
the extent that the Withheld Amount for any Selling Shareholder is less than the amount of the Selling Taxes that such Selling
Shareholder is required by the Relevant PRC Tax Authority to pay, such Selling Shareholder shall, within such period of time as
required by the Relevant PRC Tax Authority, pay the portion of the Selling Taxes that exceeds the Withheld Amount, and shall provide
such Purchaser, as soon as reasonably practicable, with evidence that such Selling Taxes have been paid in the form of a receipt
of payment issued by the Relevant PRC Tax Authority.


 


(f)          (i)
If the Tax obligations of a Selling Shareholder has been fully settled pursuant to Section 6.3 prior to the Withhold Expiration
Date and if there is any remaining Withheld Amount in the Withheld Funds, the Purchaser shall, promptly after receiving a formal
receipt of Tax payment and full settlement issued by the Relevant PRC Tax Authority but in any event no later than thirty (30)
days after it receives such receipt, release such relevant remaining Withheld Amount attributable to such Selling Shareholder
together with interest earned thereon, if any, by wire transfer of immediately available funds to its Selling Shareholder Bank
Account; (ii) if there is any remaining Withheld Amount in the Withheld Funds as of the close of business on the Withhold Expiration
Date, the Purchaser shall, promptly after the Withhold Expiration Date but in any event no later than thirty (30) days after the
Withhold Expiration Date release such remaining Withheld Amount to such Selling Shareholder by wire transfer of immediately available
funds to its Selling Shareholder Bank Account.


 




    	 	22	 



     


    

 


(g)          For
the avoidance of doubt, the foregoing provisions of Section 6.3 shall apply to the part of Preferred Liquidation Premium
paid to each of the Selling Shareholders in the case of a Qualified Liquidation Event, if any, pursuant to Section 2.7,
and the Withheld Amount with respect to such Selling Shareholder shall be updated at that time to include such amount to be withheld
in the event of a Qualified Liquidation Event as set forth on Schedule A, and the Withhold Expiration Date with respect
to such part of Withheld Amount shall be the second (2nd ) anniversary of the closing date of the Qualified Liquidation
Event.


 


Section
6.4           Lock-up. Each of the Selling Shareholders who will
receive Purchaser Shares as part or all of the Purchase Price for the Purchased Shares and the Shareholder Rights of such Selling
Shareholder at the Closing shall not, directly or indirectly, Transfer any portion or interest of the Purchaser Shares acquired
hereunder, without the prior written consent of the Purchaser for a period of twelve (12) months following the Closing Date; provided,
however, that the foregoing lock-up period for Classroom Investments Inc., Chan Kei Lim, LT Growth Investment IV Limited and Nokia
Growth Partners II L.P., who will receive at least fifty percent (50%) of the Purchase Price in immediately available funds as
provided on Schedule A shall be six (6) months. Any purported sale, transfer, pledge, encumbrance, assignment, loan or
disposition of the Purchaser Shares in violation of the foregoing sentence without the prior written consent of the Purchaser
shall be null and void.


 


Section
6.5           Pre-Closing Notifications. Prior to the date of this
Agreement, each Selling Shareholder has delivered to the Purchaser a written statement, duly executed by an authorized signatory
of such Selling Shareholder, setting forth with respect to each Selling Shareholder, details of a bank account or bank accounts
designated by such Selling Shareholder at a bank or banks capable of receiving international wires in US$ for purposes of receiving
the payment of the Purchase Price for such Selling Shareholder at the Closing (each such account, the “Selling Shareholder
Bank Account” of such Selling Shareholder). Each Selling Shareholder hereby agrees, acknowledges and confirms that any
amount of payment by or on behalf of the Purchaser into the Selling Shareholder Bank Account of such Selling Shareholder shall
constitute full performance and discharge of the Purchaser’s obligation, as applicable, to pay such amount to such Selling
Shareholder under this Agreement.


 


Section
6.6           Purchaser Board of Directors.


 


(a)          From
and after the closing of a Liquidation Event (as such term is defined in Section 2 of Schedule A of the Exiting Articles) or a
Qualified Liquidation Event, Glee Investment Limited (“Carlyle”) shall have the right, in its sole discretion,
to designate one individual (the “Carlyle Designee”) to serve as a member of the board of directors of the
Purchaser (the “Purchaser Board”). Subject to the foregoing, upon receiving a written notice designating the
Carlyle Designee from Carlyle, the Purchaser shall, by a resolution of its directors passed in accordance with the Purchaser Articles
and applicable Law, promptly cause the appointment of such Carlyle Designee to the Purchaser Board.


 




    	 	23	 



     


    

 


(b)          As
long as Carlyle has the right to appoint a member to the Purchaser Board pursuant to Sections 6.6(a) and (d), in
the event of (i) the resignation, death, removal or other disqualification of the Carlyle Designee pursuant to the Purchaser Articles
or (ii) the removal of the Carlyle Designee by Carlyle pursuant to this Section 6.6, Carlyle shall have the right, in its
sole discretion, to designate another individual to serve as a member of the Purchaser Board. Upon receiving a written notice
designating such replacement Carlyle Designee from Carlyle, the Purchaser shall, by a resolution of its directors passed in accordance
with the Purchaser Articles and applicable Law, promptly cause the appointment of such Carlyle Designee to the Purchaser Board.


 


(c)          As
long as Carlyle has the right to appoint a member to the Purchaser Board pursuant to Sections 6.6(a) and (d), Carlyle
shall have the right to request the removal of the Carlyle Designee from the Purchaser Board at any time in its sole discretion.
Upon receiving a written notice requesting such removal from Carlyle, the Purchaser shall, by a resolution of its directors passed
in accordance with the Purchaser Articles and applicable Law, promptly cause the removal of such Carlyle Designee from the Purchaser
Board. The Purchaser shall procure that the Carlyle Designee is not otherwise removed from the Board except as required by the
Purchaser Articles or applicable Law. The removal of a Carlyle Designee shall not affect Carlyle’s right to designate another
Carlyle Designee pursuant to this Section 6.6.


 


(d)          The
rights of Carlyle set forth in this Section 6.6 shall terminate at such time as (i) Carlyle ceases to beneficially own
directly or indirectly at least 80% of the Purchaser Shares issued by the Purchaser to Carlyle at the Closing (or American Depositary
Shares representing an equivalent number of Purchaser Shares), or (ii) Carlyle permits any issuance or direct or indirect transfer
of equity interest in itself (other than to its direct shareholders as of the date hereof).


 


Section
6.7           Conduct of Business After Closing.


 


(a)          During
the period from the date of the Closing and continuing until the date that is six (6) months following the Closing, except to
the extent that Selling Shareholders shall otherwise consent in writing or as specifically contemplated by this Agreement, the
Purchaser shall not, directly or indirectly, exercise any of the veto rights of the Preferred Shares set forth in Section 7.2(a)
of the Shareholders Agreement or in Section 6(a) of Schedule A to the Existing Articles.


 


(b)          During
the period from the date of the Closing and continuing until the date that is six (6) months following the Closing, except to
the extent that the Purchaser shall otherwise consent in writing or as specifically contemplated by this Agreement, the Selling
Shareholders shall not, in their capacity as shareholders of the Company or otherwise, and shall not cause or permit the Company
to, directly or indirectly, authorize, do, or propose to do, any of the following without the prior written consent of the Purchaser:


 


(i)          conduct
financing activities and/or raise money through any methods, including issuing equity, instrument convertible or exercisable for
equity, convertible debt and/or debt, through private placements, public offerings, bank or third-party financing, capital markets
transaction or any other form


 




    	 	24	 



     


    

 


(ii)         amend
or alter the Shareholders Agreement in a way that is reasonably likely to dilute the Purchaser’s interest in the Company
or otherwise impacts adversely the rights and benefits of the Purchaser as a shareholder under Shareholders Agreement


 


(iii)        adopt
or propose any change to, or vote in favor of any proposal submitted to shareholders of the Company providing for the adoption
of any change to, the Company’s memorandum and articles of association, which change is reasonably likely to dilute the
Purchaser’s interest in the Company or otherwise impacts adversely the rights and benefits of the Purchaser as a shareholder
of the Company; or


 


(iv)        take
any action of any kind, including any of the matters listed in Section 6.7(b)(i), that would have the effect of diluting
the Purchaser’s equity interest in the Company (with the exception of any shares issued pursuant to the Company’s
share option plan or upon conversion of the Preferred Shares).


 


If
the Selling Shareholders violate any of the covenants set forth in this Section 6.7(b) and fail to cure any such default
within five (5) Business Days following notice thereof, the Purchaser shall have the ability to exercise its rights under Section
6(a) of Schedule A to the Existing Articles and Section 7(a) of the Shareholders Agreement.


 


(c)          The
Selling Shareholders hereby waive any application of the Shareholders Agreement to the transactions contemplated by this Agreement.
In addition, promptly following the Closing and in any event within fifteen (15) Business Days following the Closing, the Selling
Shareholders and the Purchaser shall take all necessary action and execute all necessary consents to amend the Shareholders Agreement
to remove Section 5.7 thereof.


 


(d)          Promptly
after the Closing, each of the Selling Shareholders and the Purchaser shall (A) amend the Shareholders Agreement, (B) adopt or
propose any change to, or vote in favor of any proposal submitted to shareholders of the Company providing for the adoption of
any change to, the Existing Articles, and (C) use its reasonable best efforts to take all other actions necessary or advisable
and do all other things (including to execute and deliver documents and other papers) necessary or advisable, and cause the Company,
to procure the following:


 


(i)          the
Purchaser shall have the right, in its sole discretion, to designate one individual (the “Purchaser Nominee”)
to serve as a member of the board of directors of the Company (the “Company Board”). Upon receiving a written
notice designating the Purchaser Nominee from the Purchaser, the Company shall, by a resolution of its directors passed in accordance
with the Company’s memorandum and articles and applicable Law, promptly cause the appointment of such Purchaser Nominee
to the Company Board.


 




    	 	25	 



     


    

 


(ii)         in
the event of (A) the resignation, death, removal or other disqualification of the Purchaser Nominee pursuant to the Company’s
memorandum and articles or (B) the removal of the Purchaser Nominee by the Purchaser pursuant to the clause (i) above, the Purchaser
shall have the right, in its sole discretion, to designate another individual to serve as a member of the Company Board. Upon
receiving a written notice designating such replacement Purchaser Nominee from the Purchaser, the Company shall, by a resolution
of its directors passed in accordance with the Company’s memorandum and articles and applicable Law, promptly cause the
appointment of such Purchaser Nominee to the Company Board.


 


(iii)        the
Purchaser shall have the right to request the removal of the Purchaser Nominee from the Company Board at any time in its sole
discretion. Upon receiving a written notice requesting such removal from the Purchaser, the Company shall, by a resolution of
its directors passed in accordance with the Company’s memorandum and articles and applicable Law, promptly cause the removal
of such Purchaser Nominee from the Company Board.  The Company shall procure that the Purchaser Nominee is not otherwise
removed from the Board except as required by the Company’s memorandum and articles or applicable Law. The removal of a Purchaser
Nominee shall not affect the Purchaser’s right to designate another Purchaser Nominee pursuant to the clause (i) above.


 


Section
6.8           Additional Undertakings.


 


(a)          New
Company Options. Promptly following the Closing, the Selling Shareholders and the Purchaser shall take all necessary corporate
action, including the adoption of necessary board and/or shareholder resolutions and consents to cause the Company to grant Trinityville
Profit Limited additional options to purchase Ordinary Shares of the Company representing 4.5% of the fully diluted share capital
of the Company as of immediately prior to such option grant (the “New Company Options”), such New Company Options
to vest upon the closing of a Qualified Liquidation Event. In the event that Section 2.7(b) of this Agreement has terminated by
its terms, the Parties agree that (i) the New Company Options shall terminate and be of no further force and effect, and (ii)
the resulting reverse dilution shall be spread pro rata among the Selling Shareholders (including Trinityville Profit Limited)
only. The Selling Shareholders and the Purchaser agree to effect such share transfers and/or new issuances of Company Ordinary
Shares as are necessary to effect the foregoing principle.


 


(b)          Liquidity
Based Options. Promptly following the Closing, the Selling Shareholders and the Purchaser shall take all necessary corporate
action, including the adoption of necessary board and/or shareholder resolutions and consents to cause the Company to effect the
full acceleration of (i) the vesting of the 3,706,236 Ordinary Shares of the Company subject to the previously granted option
to the Founder (the “Liquidity Based Options”) and (ii) the vesting of a certain portion of the 2,464,924 Ordinary
Shares of the Company subject to previously granted options to certain key management to be determined by the Founder, in each
case, such acceleration to take effect upon the closing of a Qualified Liquidation Event.


 




    	 	26	 



     


    

 


(c)          Co-Sale
Rights. If, at any time within twelve (12) months after the Closing, any additional Shares are proposed to be acquired by
or on behalf of the Purchaser or any of its Affiliates (other than the Group Companies), the Purchaser or such Affiliate shall
offer to purchase a pro rata percentage of the Shares held by the Selling Shareholders after the Closing on identical terms which
shall be offered to all of the Selling Shareholders on a basis consistent with the terms and conditions for the Current Transaction,
including at a purchase price which represents an implied valuation of the Company which is not less than the equity valuation
of the Company implied by the Current Transaction, and subject to Section 2.7 of this Agreement. No Selling Shareholder
may sell any Shares to the Purchaser or any of its Affiliates unless the preceding obligations of this Section 6.8(c) have
been complied with.


 


(d)
Pledges Over Domestic Companies. Following the Closing, Trinityville Profit Limited and the Founder shall use their commercially
reasonable efforts to cause the pledges over the entire equity interests of Beijing Zhi Mo Si Management Consulting Co., Ltd.
and Beijing Rui Yi Car Service Co., Ltd. in favor of the applicable Group Company(ies) (other than the Domestic Companies) to
be duly registered with the competent Government Authority as soon as reasonably practicable.


 


Section
6.9           Shareholders Resolutions to Appoint New Director.
The Selling Shareholders, being all the shareholders of the Company, hereby adopt unanimous resolutions as set forth on Schedule
E (the “Shareholders Resolutions”) and acknowledge and agree that their execution of this Agreement shall
be deemed as signing and adopting the Shareholders Resolutions.


 


Article
VII


 


Conditions
to Closing


 


Section 7.1           Conditions
Precedent to Obligations of the Purchaser. Subject to Section 2.6, the obligation of the Purchaser to consummate the transactions
contemplated by this Agreement with respect to any particular Selling Shareholder is subject to the fulfillment, on or prior to
the Closing Date, of each of the following conditions with respect to that particular Selling Shareholder (any or all of which
may be waived by the Purchaser, in its sole discretion, in whole or in part to the extent permitted by applicable Law):


 


(a)          the
representations and warranties of the relevant Selling Shareholder set forth in Article III and Article IV shall
be true and correct in all respects as of the Closing, except to the extent such representations and warranties relate to another
date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the
same force and effect as if made as of such other date); and


 


(b)          the
relevant Selling Shareholder shall have performed and complied with each of the obligations and agreements required by this Agreement
to be performed or complied with by it on or prior to the Closing Date.


 




    	 	27	 



     


    

 


Section 7.2           Conditions
Precedent to Obligations of the Selling Shareholders. The obligations of the Selling Shareholders to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions
(any or all of which may be waived by each Selling Shareholder in its sole discretion in whole or in part to the extent permitted
by applicable Law):


 


(a)          the
representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all respects as of the
Closing, except to the extent such representations and warranties relate to another date (in which case such representations and
warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such
other date); and


 


(b)          the
Purchaser shall have performed and complied with each of the obligations and agreements required by this Agreement to be performed
or complied with by the Purchaser on or prior to the Closing Date.


 


Article
VIII


 


Indemnification


 


Section 8.1           Survival
of Representations, Warranties and Covenants. The representations and warranties of each Party contained in this Agreement
shall survive the Closing until the date that is twenty-four (24) months following the Closing Date. The covenants and other agreements
of each Party 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. If written notice of a claim for indemnification has been given in accordance with Section 8.2 prior to the
time at which the applicable representations, warranties, covenants or other agreements would otherwise terminate pursuant to
the foregoing, then the relevant representations, warranties, covenants or other agreements shall survive such time as to such
claim, until such claim has been finally resolved. Neither the period of survival nor the liability of the Selling 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 the Purchaser.


 


Section 8.2           Indemnification.


 


(a)          Indemnification
by Selling Shareholders. From and after the Closing, each of the Selling Shareholders (other than Trinityville Profit Limited)
shall, severally but not jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates and their respective officers,
directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”)
from and against all Liabilities, losses, damages, diminution in value, claims, costs and expenses (including reasonable attorneys’
fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating
with any governmental investigation), interest, awards, judgments, fines and penalties suffered or incurred by the Purchaser Indemnitees
(in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter
“Purchaser Losses”) arising out of or relating to:


 


(i)          the
failure of (A) any of the representations or warranties in Article III.A and Article IV made herein by such Selling
Shareholder as of the date hereof to be true and accurate when made or as of the Closing with the same force and effect as if
made as of the Closing or (B) any of the representations or warranties in Article III.A and Article IV made herein
by such Selling Shareholder as of another date herein to be true and accurate as of such date;


 




    	 	28	 



     


    

 


(ii)         any
breach or violation of, or failure to perform, any covenants or agreements in Article VI made herein by such Selling Shareholder;
or


 


(iii)        the
failure to locate and deliver the original share certificate(s) representing the Purchased Shares of such Selling Shareholder.


 


(b)          Indemnification
by Trinityville Profit Limited and the Founder. From and after the Closing, each of Trinityville Profit Limited and the Founder
shall, severally and jointly, indemnify, defend and hold harmless the Purchaser Indemnitees from and against all Purchaser Losses
arising out of or relating to:


 


(i)          the
failure of (A) any of the representations or warranties in Article III.B and Article IV made herein by Trinityville
Profit Limited and the Founder as of the date hereof to be true and accurate when made or as of the Closing with the same force
and effect as if made as of the Closing or (B) any of the representations or warranties in Article III.B and Article
IV made herein by Trinityville Profit Limited and the Founder as of another date herein to be true and accurate as of such
date; or


 


(ii)         any
breach or violation of, or failure to perform, any covenants or agreements in Article VI made herein by Trinityville Profit
Limited and the Founder.


 


(c)          Indemnification
by Purchaser.  From and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Selling Shareholders,
their Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively,
the “Selling Shareholder Indemnitees”) from and against all Liabilities, losses, damages, diminution in value,
claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation
or defense of any of the same or in responding to or cooperating with any governmental investigation), interest, awards, judgments,
fines and penalties suffered or incurred by the Selling Shareholder Indemnitees (in each case, whether absolute, accrued, conditional
or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Selling Shareholder Losses”,
and together with Purchaser Losses, referred to herein as “Losses”) arising out of or relating to:


 


(i)          the
failure of (A) any of the representations or warranties in Article V made herein by the Purchaser as of the date hereof
to be true and accurate when made or as of the Closing with the same force and effect as if made as of the Closing, or (B) any
of the representations or warranties in Article V made herein by the Purchaser as of another date herein to be true and
accurate as of such date; or


 


(ii)         any
breach or violation of, or failure to perform, any covenants or agreements made herein by the Purchaser.


 




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(d)          Procedures
Relating to Indemnification.


 


(i)          Any
Party seeking indemnification under this Section 8.2 (an “Indemnified Party”) shall promptly give the
Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified
Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement
stating in reasonable detail the nature of the claim, and containing a reference to the provisions of this Agreement in respect
of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such
notice shall not release the Indemnifying Party from any of its obligations under this Section 8.2 except to the extent
the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an
Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify
the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying
Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying
Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot
resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be
resolved by arbitration pursuant to Section 9.3.


 


(ii)         If
an Indemnified Party shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party
Claim”) against it or which may give rise to a claim for Loss under this Section 8.2, within 30 days of the receipt
of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however,
that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section
8.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges
in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party
Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense
and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the
receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely
to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute
discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party
shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required,
at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such
defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party
in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent
records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control
relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly
or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified
Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses,
records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control
relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying
Party without the prior written consent of the Indemnified Party.


 




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Section 8.3           Certain
Limitations. The indemnification provided for in Section 8.2 shall be subject to the following limitations:


 


(a)          Each
Selling Shareholder is entitled to claim against any other Selling Shareholder for contribution, reimbursement, indemnification
and other participation.


 


(b)          In
no event shall any Selling Shareholder (other than Trinityville Profit Limited) (except in cases involving fraud or intentional
misconduct of such Selling Shareholder) be liable to the Purchaser in an amount greater than the sum of the Purchase Price and
the Preferred Liquidation Premium, if any pursuant to Section 2.7, actually received by such Selling Shareholder pursuant
to this Agreement for all claims under this Agreement.


 


(c)          In
no event shall Trinityville Profit Limited and the Founder (except in cases involving fraud or intentional misconduct) be liable
to the Purchaser in an amount greater than the sum of the Purchase Price and the Preferred Liquidation Premium, if any pursuant
to Section 2.7, actually received by Trinityville Profit Limited pursuant to this Agreement for all claims under this Agreement.


 


(d)          In
no event shall the Purchaser be liable to any Selling Shareholder and all Selling Shareholder Indemnitees related to such Selling
Shareholder under this Agreement for an amount greater than one hundred percent (100%) of the Purchase Price actually received
by such Selling Shareholder, and in no event shall the aggregate liability of the Purchaser towards the Selling Shareholder Indemnitees
under this Agreement exceed one hundred percent (100%) of the Aggregate Purchase Price, except in cases involving fraud or intentional
misconduct of the Purchaser and the payment obligations under Section 2.2 and Section 2.7.


 


(e)          In
no event shall any Indemnifying Party be liable to any Indemnified Party for indemnification under Section 8.2 for any
punitive, incidental, consequential, special or indirect damages.


 


(f)          Notwithstanding
anything in this Agreement to the contrary, any Loss under this Article VIII shall be determined without giving effect
to any qualification contained in any representation and warranty as to materiality, including Material Adverse Effect.


 


(g)          Notwithstanding
anything in this Agreement to the contrary, the limitations on indemnification and liability set forth in this Section 8.3
shall not apply to a claim for Losses arising out of fraud or willful misconduct by any Party.


 




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(h)          For
the avoidance of doubt, an Indemnified Party shall be entitled to recover from the applicable Indemnifying Party under this Article
VIII for any Losses incurred by such Indemnified Party arising out of or resulting from the breach of any representation,
warranty, covenant or agreement contained herein, as applicable, whether or not such Indemnified Party (or any of its Affiliates
or Representatives) had any knowledge of the breach (or knowledge of any other facts or circumstances relating thereto) on or
prior to the date hereof.


 


Section 8.4           Tax
Treatment of Indemnification Payments. All indemnification payments made under this Article VIII shall be treated as adjustments
to the Aggregate Purchase Price and the Purchase Price for the applicable Selling Shareholder for Tax purposes, unless otherwise
required by applicable Law.


 


Section 8.5           Indemnification
Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VIII shall be the sole and exclusive
remedy of the Parties and any parties claiming by or through any Party (including the Indemnified Parties) related to or arising
from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement,
except in each case pursuant to Section 9.5 or in the case of fraud or willful misconduct.


 


Article
IX


 


Miscellaneous


 


Section 9.1           Expenses.
Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the
negotiation and execution of this Agreement and each other Transaction Document and the consummation of the transactions contemplated
hereby and thereby.


 


Section 9.2           Governing
Law. This Agreement will be governed by and construed in accordance with the laws of Hong Kong without giving effect to
any choice or conflict of law provision or rule thereof.


 


Section 9.3           Arbitration.


 


(a)          Any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Hong Kong International Arbitration
Center Administered Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted
in accordance with the HKIAC Rules. The HKIAC Rules are deemed to be incorporated by reference to this clause. The tribunal shall
be comprised of three arbitrators. The Purchaser and the Selling Shareholders shall each nominate one arbitrator and the third,
who shall serve as president of the tribunal, shall be nominated by the party-nominated arbitrators. The arbitration shall be
conducted in English. Each Party irrevocably and unconditionally consents to such arbitration as the sole and exclusive method
of resolving any dispute arising out of or in connection with this Agreement, including any question regarding its existence,
validity or termination, other than any proceedings to seek the remedies of specific performance as contemplated by Section
9.5.


 




    	 	32	 



     


    

 


(b)          The
award of the arbitral tribunal shall be final and binding on the Parties. The Parties agree that they will not have recourse to
any judicial proceedings, in any jurisdiction whatsoever, for the purpose of seeking appeal, annulment, setting aside, modification
or any diminution or impairment of its terms or effect insofar as such exclusion can validly be made. Judgment upon any award
rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance
of the award and an order of enforcement, as the case may be.


 


Section 9.4           Entire
Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) and the other Transaction Documents
represent the entire understanding and agreement among the Parties with respect to the subject matter hereof and thereof. This
Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the Purchaser and the Selling Shareholders (except as specifically contemplated by Section
2.6(b)). No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed
to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any
Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.


 


Section 9.5           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, each Party shall be entitled to an injunction or injunctions to prevent such breaches of
this Agreement and to enforce specifically (without proof of actual damages or harm, and not subject to any requirement for the
securing or posting of any bond in connection therewith) such terms and provisions of this Agreement, this being in addition to
any other remedy to which each Party is entitled at law or in equity.


 


Section 9.6           Notices.
All notices and other communications under this Agreement shall be in writing and shall be deemed effectively given (i) when delivered
personally by hand (with written confirmation of receipt), (ii) when sent by fax (with written confirmation of transmission) or
(iii) two Business Days following the day sent by international overnight courier (with written confirmation of receipt), in each
case at the addresses and facsimile numbers set forth on Schedule D (or to such other address or facsimile number as a party may
have specified by notice given to the other party pursuant to this provision).


 


Section 9.7           Severability.
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy,
all other terms or provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 




    	 	33	 



     


    

 


Section 9.8           Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any
Person not a party to this Agreement except as provided in Section 8.2 hereof. No assignment of this Agreement or of any rights
or obligations hereunder may be made by (i) any Selling Shareholder, directly or indirectly (by operation of law or otherwise),
without the prior written consent of the Purchaser, and (ii) the Purchaser directly or indirectly (by operation of law or otherwise),
without the prior written consent of the Selling Shareholders, and any attempted assignment in violation of this Section 9.8 shall
be void; provided, that the Purchaser may assign its rights and obligations under this Agreement to any of its Affiliates.


 


Section 9.9           Counterparts.
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement.


 


** REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK **


 




    	 	34	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	58.COM INC.
	 	 
	 	By:	/s/
    Jinbo Yao
	 	 	Name: Jinbo Yao
	 	 	Title: Chief Executive Officer


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	Trinityville Profit Limited
	 	 	 
	 	By:	/s/
    Haoyong Yang
	 	 	Name: Haoyong Yang
	 	 	Title: Authorized Representative
	 	 	 
	 	Haoyong Yang
	 	 
	 	/s/
    Haoyong Yang


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	NOKIA GROWTH PARTNERS II
    L.P.
	 	 	 
	 	By:	NG Partners II L.L.C.
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ John Gardner
	 	Name: 	John Gardner
	 	Title:	Managing Member


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	SEQUOIA CAPITAL CHINA II,
    L.P.
	 	 
	 	By:	/s/ Yu Shan
	 	Name:	Yu Shan
	 	Title:	Authorized Signatory
	 	 	 
	 	SEQUOIA CAPITAL CHINA PARTNERS
    FUND II, L.P.
	 	 
	 	By:	/s/ Yu Shan
	 	Name: 	Yu Shan
	 	Title:	Authorized Signatory
	 	 	 
	 	SEQUOIA CAPITAL PRINCIPALS
    FUND II, L.P.
	 	 
	 	By:	/s/ Yu Shan
	 	Name: 	Yu Shan
	 	Title:	Authorized Signatory
	 	 	 
	 	SEQUOIA CAPITAL 2010 CV
    HOLDCO, LTD.
	 	 
	 	By:	/s/ Yu Shan
	 	Name:	Yu Shan
	 	Title:	Authorized Signatory


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	CG INFO SERVICES INVESTMENT LIMITED
	 	 
	 	By:	/s/ E-ho Mary Lam
	 	Name: 	E-ho Mary Lam
	 	Title:	Authorized Signatory


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	CHINA RENAISSANCE HOLDINGS
    LIMITED
	 	 
	 	By:	/s/ Fan Bao
	 	Name: 	Fan Bao
	 	Title:	CEO


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	CLASSROOM INVESTMENTS INC.
	 	 
	 	By:	/s/ Theresa Tam
	 	Name: 	Theresa Tam
	 	Title:	Authorized Signatory


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	CHAN KEI LIM
	 	 
	 	/s/ Chan Kei Lim


 




    	 	 	 



     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	GLEE INVESTMENT LIMITED
	 	 	 
	 	By:	/s/ Norma Kuntz
	 	 	Name: Norma Kuntz
	 	 	Title: Director


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	INTERNET FUND II PTE. LTD.
	 	 	 
	 	By:	/s/ Venkatagin
    Mudeliar
	 	 	Name: Venkatagiri Mudeliar
	 	 	Title: Director


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	TIGER GLOBAL MAURITIUS FUND
	 	 	 
	 	By:	/s/ Moussa
    Taujoo
	 	 	Name: Moussa Taujoo
	 	 	Title: Director


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	LT GROWTH INVESTMENT IV LIMITED
	 	 	 
	 	By:	/s/ Wenting
    Deng
	 	 	Name: Wenting Deng
	 	 	Title: Director


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	BlueRun Ventures IV, L.P.
	 	 	 
	 	By:	BRV Partners IV, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	BRV Partners IV, Ltd.
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Jonathan
    Ebinger
	 	 	Name: Jonathan Ebinger
	 	 	Title: Authorized Signatory