Exhibit 4.28


 


Exclusive Option Agreement


 


This (this "Agreement")
is executed by and among the following Parties as of the 5th day of August, 2015 in Beijing, the People’s Republic
of China (“China” or the “PRC”):


 


	Party A:	Beijing 58 Daojia Information Technology Co., Ltd., a wholly foreign owned
    enterprise, organized and existing under the laws of the PRC, with its address at Room D101A-123, Building B-2 of Zhongguancun
    Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;
	 	 
	Party B:	58 Co., Ltd., a limited liability company organized and existing under the laws of
    the PRC, with its address at Room 210-03, Office Building, Nangang Industry Zone, Economic and Technological Development District,
    Tianjin; and
	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd., a limited liability company organized and
    existing under the laws of the PRC, with its address Square block -901-918 , #5 Meiyuan Road , Binhaigaoxin District, Tianjin.


 


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


 


Whereas:


 


		1.	Party B is a shareholder of Party C and
                                         as of the date hereof holds 91.8% of equity interests of Party C, representing RMB91,800,000
                                         in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement
                                         (“Loan Agreement”) on August 5, 2015, according to which Party A confirmed
                                         that it provided to Party B a loan in amount of RMB91,800,000, to be used for the purpose
                                         of subscribing for the equity interest in Party C.



 


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


 


		1.	Sale
                                         and Purchase of Equity Interest



 


		1.1	Option Granted



 


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


 






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		1.2	Steps for Exercise of Equity
                                         Interest Purchase Option



 


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


 


		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB91,800,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C,
the purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party
A exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively,
the "Equity Interest Purchase Price").


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


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



 


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



 


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



 






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



 


		1.5	Payment



 


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


 


		2.	Covenants



 


		2.1	Covenants regarding Party
                                         C



 


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


 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


		2.2	Covenants of Party B



 


Party B hereby covenants as follows:


 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


		3.	Representations
                                         and Warranties



 


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


 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


		4.	Effective
                                         Date



 


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


 


		5.	Governing
                                         Law and Resolution of Disputes



 


		5.1	Governing law



 


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


 






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		5.2	Methods of Resolution of
                                         Disputes



 


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


 


		6.	Taxes
                                         and Fees



 


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


 


		7.	Notices



 


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



 


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



 


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



 


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



 


		Party A:	Beijing 58 Daojia Information Technology Co., Ltd.



		Address:	Tower E, North America International
                                         Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 






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		Party B:	58 Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Tianjin 58 Daojia Home Services Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


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



 


		8.	Confidentiality



 


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


 


		9.	Further
                                         Warranties



 


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


 


		10.	Breach
                                         of Agreement



 


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



 






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



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


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


 


		11.2	Entire agreement



 


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


 


		11.3	Headings



 


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


 


		11.4	Language



 


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


 


		11.5	Severability



 


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


 






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		11.6	Successors



 


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


 


		11.7	Survival



 


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



 


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



 


		11.8	Waivers



 


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


 


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


 




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	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	58 Co. Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 




 




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Exclusive Option Agreement


 


This (this "Agreement")
is executed by and among the following Parties as of the 5th day of August, 2015 in Beijing, the People’s Republic
of China (“China” or the “PRC”):


 


		Party A:	Beijing 58 Daojia Information Technology Co., Ltd.,
a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room D101A-123, Building
B-2 of Zhongguancun Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;



 


		Party B:	Jinbo Yao, a Chinese citizen with Chinese Identification
No.:                   ; and



 


		Party C:	Tianjin 58 Daojia Home Services Co., Ltd., a limited
liability company organized and existing under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road
, Binhaigaoxin District, Tianjin.



 


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


 


Whereas:


 


		1.	Party B is a shareholder of Party C and
                                         as of the date hereof holds 1.4% of equity interests of Party C, representing RMB1,400,000
                                         in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement
                                         (“Loan Agreement”) on August 5, 2015, according to which Party A confirmed
                                         that it provided to Party B a loan in amount of RMB1,400,000, to be used for the purpose
                                         of subscribing the equity interest in Party C.



 


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


  


		1.	Sale
                                         and Purchase of Equity Interest



 


		1.1	Option Granted



 


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


 






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		1.2	Steps for Exercise of Equity
                                         Interest Purchase Option



 


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


 


		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB1,400,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C,
the purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party
A exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively,
the "Equity Interest Purchase Price").


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


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



 


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



 


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



 






    	 	14	 



     


    

 


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



 


		1.5	Payment



 


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


 


		2.	Covenants



 


		2.1	Covenants regarding Party
                                         C



 


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


 


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



 


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



 






    	 	15	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    	 	16	 



     


    

 


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



 


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



 


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



 


		2.3	Covenants of Party B



 


Party B hereby covenants as follows:


 


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



 


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



 


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



 


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



 


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



 


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



 






    	 	17	 



     


    

 


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



 


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



 


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



 


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



 


		3.	Representations
                                         and Warranties



 


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


 


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



 


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



 


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



 






    	 	18	 



     


    

 


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



 


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



 


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



 


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



 


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



 


		4.	Effective
                                         Date



 


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


 


		5.	Governing
                                         Law and Resolution of Disputes



 


		5.1	Governing law



 


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


 


		5.2	Methods of Resolution of Disputes



 


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


 






    	 	19	 



     


    

 


		6.	Taxes
                                         and Fees



 


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


 


		7.	Notices



 


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



 


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



 


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



 


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



 


		Party A:	Beijing 58 Daojia Information Technology Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party B:	Jinbo Yao



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Tianjin 58 Daojia Home Services Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 






    	 	20	 



     


    

 


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



 


		8.	Confidentiality



 


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


 


		9.	Further
                                         Warranties



 


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


 


		10.	Breach
                                         of Agreement



 


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



 


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



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


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


 






    	 	21	 



     


    

 


		11.2	Entire agreement



 


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


 


		11.3	Headings



 


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


 


		11.4	Language



 


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


 


		11.5	Severability



 


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


 


		11.6	Successors



 


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


 






    	 	22	 



     


    

 


		11.7	Survival



 


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



 


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



 


		11.8	Waivers



 


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


 




    	 	23	 



     


    

 


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


 





	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Jinbo Yao	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 




 




    	 	24	 



     


    

 


Exclusive Option Agreement


 


This (this "Agreement")
is executed by and among the following Parties as of the 5th day of August, 2015 in Beijing, the People’s Republic
of China (“China” or the “PRC”):


 


		Party A:	Beijing 58 Daojia Information Technology Co., Ltd.,
a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room D101A-123, Building
B-2 of Zhongguancun Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;;



 


		Party B:	Ou Bai, a citizen of China with Chinese Identification
No.:                   ; and



 


		Party C:	Tianjin 58 Daojia Home Services Co., Ltd., a limited
liability company organized and existing under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road
, Binhaigaoxin District, Tianjin.



 


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


 


Whereas:


 


		1.	Party B is a shareholder of Party C and
                                         as of the date hereof holds 2.3% of equity interests of Party C, representing RMB2,300,000
                                         in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement
                                         (“Loan Agreement”) on August 5, 2015, according to which Party A confirmed
                                         that it provided to Party B a loan in amount of RMB2,300,000, to be used for the purpose
                                         of subscribing for the registered capital of Party C.



 


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


  


		1.	Sale
                                         and Purchase of Equity Interest



 


		1.1	Option Granted



 


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


 






    	 	25	 



     


    

 


		1.2	Steps for Exercise of Equity
                                         Interest Purchase Option



 


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


 


		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB2,300,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C,
the purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party
A exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively,
the "Equity Interest Purchase Price").


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


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



 


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



 


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



 






    	 	26	 



     


    

 


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



 


		1.5	Payment



 


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


 


		2.	Covenants



 


		2.1	Covenants regarding Party
                                         C



 


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


 


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



 


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



 


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



 






    	 	27	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    	 	28	 



     


    

 


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



 


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



 


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



 


		2.2	Covenants of Party B



 


Party B hereby covenants as follows:


 


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



 


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



 


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



 


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



 


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



 


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



 






    	 	29	 



     


    

 


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



 


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



 


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



 


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



 


		3.	Representations
                                         and Warranties



 


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


 


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



 


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



 


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



 






    	 	30	 



     


    

 


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



 


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



 


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



 


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



 


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



 


		4.	Effective
                                         Date



 


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


 


		5.	Governing
                                         Law and Resolution of Disputes



 


		5.1	Governing law



 


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


 


		5.2	Methods of Resolution of Disputes



 


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


 






    	 	31	 



     


    






 


		6.	Taxes
                                         and Fees



 


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


 


		7.	Notices



 


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



 


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



 


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



 


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



 


		Party A:	Beijing 58 Daojia
                                         Information Technology Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party B:	Ou Bai



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Tianjin 58 Daojia
                                         Home Services Co., Ltd.



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 




    	 	32	 



     


    

 


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



 


		8.	Confidentiality



 


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


 


		9.	Further
                                         Warranties



 


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


 


		10.	Breach
                                         of Agreement



 


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



 


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



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


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


 




    	 	33	 



     


    

 


		11.2	Entire agreement



 


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


 


		11.3	Headings



 


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


 


		11.4	Language



 


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


 


		11.5	Severability



 


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


 


		11.6	Successors



 


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


 


		11.7	Survival



 


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



 




    	 	34	 



     


    

 


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



 


		11.8	Waivers



 


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


 


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


 


	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 
	By:	 /s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Legal Representative
	 	 
	Party B:	Ou Bai
	 	 
	By:	 /s/ Ou Bai
	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	 	 
	By:	 /s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Legal Representative


 




    	 	35	 



     


    

 


Exclusive Option Agreement


 


This (this "Agreement")
is executed by and among the following Parties as of the 5th day of August, 2015 in Beijing, the People’s Republic
of China (“China” or the “PRC”):


 


		Party A:	Beijing 58 Daojia Information
                                         Technology Co., Ltd., a wholly foreign owned enterprise, organized and existing under
                                         the laws of the PRC, with its address at Room D101A-123, Building B-2 of Zhongguancun
                                         Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;



 


		Party B:	Xiaohua Chen, a
                                         citizen of China with Chinese Identification No.:        ;
                                         and



 


		Party C:	Tianjin 58 Daojia Home
                                         Services Co., Ltd., a limited liability company organized and existing under the
                                         laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road , Binhaigaoxin
                                         District, Tianjin.



 


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


 


Whereas:


 


		1.	Party B is a shareholder of Party C and
                                         as of the date hereof holds 4.5% of equity interests of Party C, representing RMB4,500,000
                                         in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement
                                         (“Loan Agreement”) on August 5, 2015, according to which Party A confirmed
                                         that it provided to Party B a loan in amount of RMB 4,500,000, to be used for the purpose
                                         of subscribing for the registered capital of Party C.



 


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


 


		1.	Sale
                                         and Purchase of Equity Interest



 


		1.1	Option Granted



 


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


 




    	 	36	 



     


    

 


		1.2	Steps for Exercise of Equity
                                         Interest Purchase Option



 


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


 


		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB4,500,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C,
the purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party
A exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively,
the "Equity Interest Purchase Price").


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


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



 


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



 


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



 




    	 	37	 



     


    

 


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



 


		1.5	Payment



 


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


 


		2.	Covenants



 


		2.1	Covenants regarding Party
                                         C



 


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


 


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



 


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



 




    	 	38	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	39	 



     


    

 


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



 


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



 


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



 


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



 


		2.2	Covenants of Party B



 


Party B hereby covenants as follows:


 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


		3.	Representations
                                         and Warranties



 


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


 


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



 


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



 




    	 	41	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		4.	Effective
                                         Date



 


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


 


		5.	Governing
                                         Law and Resolution of Disputes



 


		5.1	Governing law



 


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


 


		5.2	Methods of Resolution of Disputes



 


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


 




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		6.	Taxes
                                         and Fees



 


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


 


		7.	Notices



 


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



 


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



 


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



 


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



 


		Party A:	Beijing 58 Daojia Information Technology Co., Ltd.



		Address:	Tower E, North America International
                                         Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party B:	Xiaohua Chen



		Address:	Tower E, North America
                                         International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Tianjin 58 Daojia Home Services Co., Ltd.



		Address:	Tower E, North America International
                                         Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 




    	 	43	 



     


    

 


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



 


		8.	Confidentiality



 


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


 


		9.	Further
                                         Warranties



 


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


 


		10.	Breach
                                         of Agreement



 


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



 


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



 




    	 	44	 



     


    

 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


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


 


		11.2	Entire agreement



 


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


 


		11.3	Headings



 


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


 


		11.4	Language



 


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


 


		11.5	Severability



 


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


 


		11.6	Successors



 


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


 




    	 	45	 



     


    

 


		11.7	Survival



 


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



 


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



 


		11.8	Waivers



 


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


 




    	 	46	 



     


    

 


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


 


	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 
	By:	 /s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Legal Representative
	 	 
	Party B:	Xiaohua Chen
	 	 
	By:	 /s/ Xiaohua Chen
	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	 	 
	By:	 /s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Legal Representative


 




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