Exhibit 4.16


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of April 20, 2015 by and among:


 


		(1)	58.com, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”);
and



 


		(2)	each of the parties set forth in Schedule 1 hereto (each, an “Investor”,
and collectively, the “Investors”).



 


The Investors on the one
hand, and the Company on the other hand, are herein referred to each as a “Party,” and collectively as the “Parties.”


 


RECITALS


 


		A.	On the date hereof, the Company and the Investors have entered into a Share Purchase Agreement
(the “Share Purchase Agreement”).



 


		B.	In connection with the Share Purchase Agreement and in order to induce the Investors to consummate
the transactions contemplated under the Share Purchase Agreement, the Company and the Investors have agreed to enter into this
Agreement.



 


		C.	Although this Agreement is being entered into contemporaneously with the Share Purchase Agreement,
the Parties intend that the provisions of this Agreement (except where expressly noted otherwise) shall take effect subject to
and immediately upon occurrence of the Closing (as defined under the Share Purchase Agreement) and expiration of the lock-up period
under [Section 6.4] of the Share Purchase Agreement.



 


WITNESSETH


 


NOW, THEREFORE, in
consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:


 


		1.	Interpretation



 


1.1          Definitions.
The following terms shall have the meanings ascribed to them below:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with
such Person. For purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.


 




     


     


    

 


“Applicable
Securities Laws” means the securities law of the U.S., including the Exchange Act and the Securities Act, and any applicable
securities law of any state of the U.S.


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day that is not a Saturday, Sunday, public holiday or other day on which commercial banks are required
or authorized by law to be closed in the PRC, the Cayman Islands or the City of New York.


 


“Commission”
means the Securities and Exchange Commission of the U.S. or any other federal agency at the time administering the Securities Act.


 


“Company Securities”
means (i) Ordinary Shares, (ii) securities convertible into or exchangeable for Ordinary Shares, (iii) any options, warrants or
other rights to acquire Ordinary Shares and (iv) any depositary receipts or similar instruments issued in respect of Ordinary Shares.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Existing
Holders” means (i) the “Holder” as set forth in Schedule 2 of the Existing Shareholders Agreement and (ii)
Ohio River Investment Limited, a company organized under the laws of the British Virgin Islands.


 


“Existing
Shareholders Agreement” means the Amended and Restated Shareholders’ Agreement dated August 4, 2011 by and among
the Company and certain other parties named therein.


 


“Form F-3”
means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then
in effect.


 


“Governmental
Authority” means any nation or government or any province or state or any other political subdivision thereof; any entity,
authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or
any court, tribunal or arbitrator, and any self-regulatory organization.


 


“Investor
Rights Agreement” means the Investor Rights Agreement dated June 30, 2014 by and among the Company, Ohio River Investment
Limited and certain other parties named therein.


 


“Law”
means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental
Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.


 


“Ordinary
Shares” means the Class A ordinary shares, par value US$0.00001 per share, of the Company.


 




    	 	2	 



     


    

 


“Person”
means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm,
trust, estate or other enterprise or entity.


 


“PRC”
means the People’s Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative
Region, the Macau Special Administrative Region and Taiwan.


 


“Registrable
Securities” means the Ordinary Shares acquired by the Investors pursuant to the Share Purchase Agreement and any other
Ordinary Shares owned or hereafter acquired by the Investors. Notwithstanding the foregoing, “Registrable Securities”
shall exclude any Registrable Securities sold by a Person in a transaction in which rights under this Agreement are not assigned
in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144, or
in a registered offering, or otherwise.


 


“Registration”
means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness
of that Registration Statement; and the terms “Register” and “Registered” have meanings concomitant with
the foregoing.


 


“Registration
Statement” means a registration statement prepared on Form F-1, F-3, S-1 or S-3 under the Securities Act.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act, as amended.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Selling Expenses”
means all underwriting discounts, selling commissions and fees and expenses charged by the depositary bank relating to the issuance
or transfer of American depositary shares and stock or share transfer taxes applicable to the sale of Registrable Securities pursuant
to this Agreement.


 


“U.S.”
means the United States of America.


 


1.2          Interpretation.
For all purposes of this Agreement, except as otherwise expressly provided, (i) the terms defined in this Clause 1 shall have the
meanings assigned to them in this Clause 1 and include the plural as well as the singular, (ii) all references in this Agreement
to designated “Clauses” and other subdivisions are to the designated Clauses and other subdivisions of the body of
this Agreement, (iii) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (iv) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Clause or other subdivision, (v) all references in this Agreement to designated schedules,
exhibits and annexes are to the schedules, exhibits and annexes attached to this Agreement unless explicitly stated otherwise,
(vi) “or” is not exclusive, (vii) the term “including” will be deemed to be followed by “, but not
limited to,” (viii) the terms “shall,” “will,” and “agrees” are mandatory, and the term
“may” is permissive, and (ix) the term “day” means “calendar day.”


 




    	 	3	 



     


    

 


		2.	Registration Rights.



 


2.1         Demand Registration


 


		(a)	Request by Investors. If the Company shall receive a written request from the Investors
(the “Initiating Investors”) holding at least a majority of the Registrable Securities then outstanding that
the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant
to this Clause 2.1, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written
notice of such request (“Request Notice”) to all Investors and the Existing Holders, and use all reasonable
efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating
Investors (together with the other Investors and Existing Holders who so) request to be registered and included in such registration
by written notice given by such Initiating Investors to the Company within ten (10) Business Days after receipt of the Request
Notice, subject only to the limitations of this Clause 2.1; provided that the Company shall not be obligated to effect any
such registration if the Company has, within the six (6) month period preceding the date of such request, already effected
a registration under the Securities Act pursuant to this Clause 2.1 or Clause 2.3, or in which the Initiating Investors had an
opportunity to participate pursuant to Clause 2.2, other than a registration from which the Registrable Securities of the Initiating
Investors have been excluded (with respect to all or any portion of the Registrable Securities the Investors requested be included
in such registration) pursuant to Clause 2.2(b).



 


		(b)	Underwriting. If the Initiating Investors intend to distribute the Registrable Securities
covered by their request by means of an underwriting, then the Initiating Investors shall so advise the Company as a part of their
request made pursuant to this Clause 2.1 and the Company shall include such information in the written notice referred to in Clause
2.1(a).  In such event, the right of each Initiating Investor to include its Registrable Securities in such registration shall
be conditional upon such Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable
Securities in the underwriting to the extent provided herein.  All Investors proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected
for such underwriting by such Investors and reasonably acceptable to the Company.  Notwithstanding any other provision of
this Clause 2.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of
the number of securities to be underwritten then the Company shall so advise all Investors whose Registrable Securities would otherwise
be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting
shall be reduced as required by the underwriter(s) and allocated among each of the Investors and each of the Existing Holders participating
in such underwriting pro rata among them based on the total number of their respective Registrable Securities which they had requested
to be included in such registration and underwriting; provided, however, that the number of shares of Registrable Securities
to be included in such underwriting and registration shall not be reduced unless all other Company Securities (except for the Company
Securities held by the Existing Holders participating in such underwriting) are first entirely excluded from the underwriting and
registration.  If an Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom
by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective
date of the registration statement.  Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded
and withdrawn from the registration.  If the underwriter has not limited the number of Registrable Securities to be underwritten,
the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number
of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.



 




    	 	4	 



     


    

 


		(c)	Maximum Number of Demand Registrations. The Company shall be obligated to effect two (2)
demand registrations for the Investors; provided, however, that a demand registration shall not be deemed to count for purposes
of this Clause 2.1(c) until such registration shall have been effected..



 


		(d)	Deferral. Notwithstanding the foregoing, the Company shall not be required to effect a registration
pursuant to this Clause 2.1:



 


		(i)	during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date
of, a Company-initiated registration subject to below, provided that the Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective;



 


		(ii)	if the Initiating Investors propose to dispose of Registrable Securities that may be registered
on Form S-3 or Form F-3 pursuant to Clause 2.3; or



 


		(iii)	if the Company shall furnish to the Investors a certificate signed by the President or Chief Executive
Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company
and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for
a period of not more than ninety (90) days after receipt of the request of the Initiating Investors; provided, however,
that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company
shall not register any other Company Securities during such twelve (12) month period.  A demand right shall not be deemed
to have been exercised until such deferred registration shall have been effected.



 




    	 	5	 



     


    

 


		2.2	Piggyback Registrations.



 


		(a)	Piggyback Registrations. The Company shall notify all Investors in writing at least twenty
(20) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of Company
Securities (including, but not limited to, registration statements relating to secondary offerings of Company Securities, but excluding
registration statements relating to any registration under Clause 2.1 or Clause 2.3 or to any employee benefit plan or a corporate
reorganization) or registering Company Securities on behalf of the Existing Holders and will afford each Investor an opportunity
to include in such registration statement all or any part of the Registrable Securities then held by such Investor.  Each
Investor shall within eighteen (18) days after receipt of the above-described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Registrable Securities such Investor wishes to include in
such registration statement.  If an Investor decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings
of Company Securities, all upon the terms and conditions set forth herein.



 


		(b)	Right to Terminate Registration. The Company shall have the right to terminate or withdraw
any registration initiated by it or any Existing Holder under this Clause 2.2 prior to the effectiveness of such registration whether
or not any Investor has elected to include its Registrable Securities in such registration.  The expenses of such withdrawn
registration shall be borne by the Company in accordance with Clause 2.4(i) hereof.



 




    	 	6	 



     


    

 


		(c)	Underwriting. If a registration statement under which the Company gives notice under this
Clause 2.2 is for an underwritten offering, then the Company shall so advise the Investors.  In such event, the right of any
Investor to be included in a registration pursuant to this Clause 2.2 shall be conditional upon such Investor’s participation
in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided
herein.  Each Investor participating in such underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting.  Notwithstanding any other provision of this Agreement,
if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of
shares to be underwritten, then (1) if the registration statement relates to an offering of Company Securities by the Company,
the managing underwriter(s) may exclude up to seventy percent (70%) of the Registrable Securities from the registration and
the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first
to the Company, second, to the Investors and the Existing Holders, pro rata among them based on the total number of their
respective Registrable Securities which they had requested to be included in such registration and underwriting; and third,
to holders of other Company Securities, provided, however, that the right of the underwriter(s) to exclude shares (including
Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number
of Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of
Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and
are held by any other Person, including, without limitation, any person who is an employee, officer, consultant or director of
the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable
Securities are so excluded, and (2) if the registration statement relates to an offering of Company Securities by any Existing
Holder, the managing underwriter(s) may exclude the Registrable Securities from the registration and the underwriting, and
the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Existing
Holders, second, to the Investors, pro rata among them based on the total number of their respective Registrable Securities
which they had requested to be included in such registration and underwriting; third, the Company; and fourth, to holders
of other Securities of the Company, provided, however, that the right of the underwriter(s) to exclude shares (including
Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are
not Registrable Securities and are held by any other Person (other than an Existing Holder), including, without limitation, any
person who is an employee, officer, consultant or director of the Company (or any Subsidiary of the Company) shall first be excluded
from such registration and underwriting before any Registrable Securities are so excluded.  If any Investor disapproves of
the terms of any such underwriting, such Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s),
delivered at least ten (10) days prior to the effective date of the registration statement.  Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Investor that is a
partnership, the Investor and the partners and retired partners of such Investor, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Investor that is a corporation,
the Investor and all corporations that are Associates of such Investor, shall be deemed to be a single “Investor” and
any pro rata reduction with respect to such “Investor” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such “Investor”, as defined in this sentence.



 


		(d)	Not Demand Registration. Registration pursuant to this Clause 2.2 shall not be deemed to
be a demand registration as described in Clause 2.1.  Except as otherwise provided herein, there shall be no limit on the
number of times the Investors may request registration of Registrable Securities under this Clause 2.2.



 




    	 	7	 



     


    

 


		2.3	Form S-3 or Form F-3 Registration.



 


In case the
Company shall receive from an Investor a written request or requests that the Company effect a registration on Form S-3 or
Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by
such Investors, then the Company will:


 


		(a)	Notice. Promptly give written notice of the proposed registration and the Investor’s
or Investors’ request therefor, and any related qualification or compliance, to all other Investors; and



 


		(b)	Registration. As soon as practicable, effect such registration and all such qualifications
and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the
Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any other Investor or Investors joining in such request as are specified in a written request given within ten (10)
Business Days after the Company provides the notice contemplated by Clause 2.3(a), including the filing of any prospectus supplement
to facilitate the sale and distribution of all such securities (a “Shelf Takedown”); provided, however, that
the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Clause 2.3:



 


		(1)	if Form S-3 or Form F-3 is not available for such offering by the Investors;



 


		(2)	if such Investor, together with the other Investors entitled to inclusion in such registration, proposes to sell Registrable
Securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$10,000,000;



 


		(3)	if the Company shall furnish to the Investors a certificate signed by the President or Chief Executive
Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company
and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during
any twelve month period for a period of not more than ninety (90) days after receipt of the request of the Investors under this
Clause 2.3; provided that the Company shall not register any other Company Securities during such ninety (90) day period;
or



 


		(4)	if the Company has, within the twelve (12) month period preceding the date of such request, already
effected two (2) registrations under the Securities Act in which the Investors had an opportunity to participate pursuant
to this Agreement, other than a registration from which the Registrable Securities of an Investor have been excluded (with respect
to all or any portion of the Registrable Securities an Investor requested be included in such registration) pursuant to the provisions
of Clause 2.1(b) or Clause 2.2(c).



 




    	 	8	 



     


    

 


		(c)	Not Demand Registration. Form S-3 or Form F-3 registrations shall not be deemed
to be demand registrations as described in Clause 2.1.  Except as otherwise provided herein, there shall be no limit on the
number of times an Investor may request registration of Registrable Securities under this Clause 2.3.



 


2.4         Obligations
of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, including
a Shelf Takedown, the Company shall, as expeditiously as reasonably possible:


 


		(a)	Registration Statement. Prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, provided,
however, that the Company shall not be required to keep any such registration statement effective for more than sixty (60) days.



 


		(b)	Amendments and Supplements. Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.



 


		(c)	Prospectuses. Furnish to each Investor such number of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.



 


		(d)	Blue Sky. Use all reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by an
Investor, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or jurisdictions.



 


		(e)	Underwriting. In the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. 
Each of the Investors participating in such underwriting shall also enter into and perform its obligations under such an agreement.



 


		(f)	Notification. Notify the Investors at any time when a prospectus relating thereto is required
to be delivered under the Securities Act of the issuance of any stop order by the SEC in respect of such registration statement,
or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances then existing.



 




    	 	9	 



     


    

 


		(g)	Opinion and Comfort Letter. Furnish, at the request of any Investor, on the date that such
Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters,
or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) a copy of an opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering,
addressed to the underwriters, and (ii) a copy of the “comfort” letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the underwriters.



 


		(h)	Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to Clause 2.1 or 2.3 if the registration request is subsequently withdrawn
at the request of the Investors holding at least a majority of the Registrable Securities to be registered (in which case the participating
Investors requesting for the withdrawal shall bear such expenses), unless, in the case of a registration requested under Clause
2.1, each of the Investors agree to forfeit such right to demand registration pursuant to Clause 2.1; provided further,
however, that if at the time of such withdrawal, the Investors requesting for the withdrawal have learnt of a material adverse
change in the condition, business, or prospects of the Company not known to such Investors at the time of their request for such
registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse
change, then the Investors shall not be required to pay any of such expenses and such registration shall not constitute the use
of a demand registration pursuant to Clause 2.1.



 


		(i)	The Company shall pay all expenses incurred in connection with each registration requested pursuant
to this Agreement, including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and
qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company (but excluding Selling
Expenses), and reasonable expenses of one legal counsel if such counsel is for the Investors and all other Existing Holders participating
in such registration.



 


2.5         Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement
with respect to the Registrable Securities of any Investor that such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of such securities as shall be required to
timely effect the registration of their Registrable Securities.  In connection therewith, each Investor participating in a
registration shall be required to represent and warrant to the Company that all such information which is given in writing expressly
for inclusion in such registration is true and accurate in all material respects.




    	 	10	 



     


    

 


2.6         No
Registration Rights to Third Parties. Without the prior consent of Investors holding at least a majority of the Registrable
Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the
benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or
Form S-3 or Form F-3 registration rights described in this Agreement, or otherwise) relating to any Company Securities, other than
rights that are not senior in right to the Investors.


 


2.7         Assignment.
The registration rights under this Agreement may be transferred or assigned by any Investor to an Affiliate or any transferee or
assignee of its Company Securities representing one percent (1%) or more of the issued share capital of the Company.


 


2.8         Re-sale
Rights. The Company shall at its own cost use its best efforts to assist any Investors in the sale or disposition of, and to
enable any Investor to sell under Rule 144 the maximum number of, its Registrable Securities, including without limitation
(a) the prompt delivery of applicable instruction letters to the Company’s transfer agent to remove legends from such Investor’s
share certificates, (b) causing the prompt delivery of appropriate legal opinions from the Company’s counsel in forms reasonably
satisfactory to such Investor’s counsel, (c) if the Company has depositary receipts listed or traded on any exchange
or inter-dealer quotation system, (i) the prompt delivery of instruction letters to the Company’s share registrar and depositary
agent to convert such Investor’s securities into depositary receipts or similar instruments to be deposited in such Investor’s
brokerage account(s), (ii) the prompt payment of all costs and fees related to such depositary facility, including conversion fees
and maintenance fees for Registrable Securities held by such Investor and (iii) taking any and all other steps necessary to facilitate
the conversion into depositary receipts or similar instruments (for the avoidance of doubt the Company shall not be obligated to
pay any American depositary share issuance or transfer fees or expenses and stock transfer taxes in relation to any sale or disposition
of the Registrable Securities).


 


2.9         Rule
144 Reporting. The Company agrees to: (a) make and keep public information available, as those terms are understood and defined
in Rule 144, at all times; (b) file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act; and (c) so long as any Investor owns any Registrable Securities, to furnish to such Investor
promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act, or its qualification as a registrant whose securities may be resold pursuant to Form F-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other
reports and documents of the Company as such Investor may reasonably request in availing itself of any rule or regulation of the
SEC that permits the selling of any such securities without registration or pursuant to Form F-3 or S-3.


 


2.10         Termination.
Notwithstanding anything to the contrary in this Agreement, the rights of any Investor under this Agreement shall terminate and
be of no further force and effect at the earlier of (x) the fifth anniversary of the date hereof and (y) except with respect to
the Company’s obligations pursuant to Clause 2.8 and Clause 2.9, which shall survive until the fifth anniversary of the date
hereof, such time at which all Registrable Securities held by such Investor (and any Associate of such Investor with whom such
Investor must aggregate its sales of Registrable Securities under Rule 144) proposed to be sold may be sold under Rule 144 in any
ninety (90)-day period without registration in compliance with Rule 144.


 




    	 	11	 



     


    

 


		3.	Indemnification



 


3.1         Indemnification
by the Company. The Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, (i) the
seller of any Registrable Securities or Company Securities (with respect to Existing Holders) covered by each registration statement
filed by the Company to which Clause 2 applies and (ii) an Existing Holder selling any Company Securities covered by a registration
statement filed by the Company pursuant to the Existing Shareholders Agreement or the Investor Rights Agreement, each affiliate
of such seller and their respective trustees, directors, and officers or general and limited partners (including any director,
officer, affiliate, employee, representative, agent, and controlling Person of any of the foregoing, within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), each other Person who participates as an underwriter in the offering
or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of
the Securities Act (each, a “Seller Indemnified Party”, and collectively, the “Seller Indemnified Parties”),
against any and all actions or proceedings (whether or not a Seller Indemnified Party is a party thereto), losses, claims, damages,
or liabilities, joint or several, and expenses (including, without limitation, reasonable attorney’s fees and reasonable
expenses of investigation) to which such Seller Indemnified Party becomes subject under the Securities Act, common law, or otherwise,
insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not
such Seller Indemnified Party is a party thereto) arise out of, relate to, or are based upon (a) any untrue statement or alleged
untrue statement of any material fact contained in any such registration statement, any preliminary, final, or supplemental prospectus
contained therein, or any amendment or supplement thereto or any issuer free-writing prospectus relating to any sale or distribution
pursuant thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading,
and the Company will reimburse such Seller Indemnified Party for any legal or any other expenses reasonably incurred by such Seller
Indemnified Party in connection with investigating or defending against any such loss, claim, liability, action, or proceeding;
provided, that the Company shall not be liable to any Seller Indemnified Party in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof), or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto
or in any such preliminary, final, or supplemental prospectus or issuer free-writing prospectus in reliance upon and in conformity
with written information furnished to the Company through an instrument duly executed by such seller specifically stating that
it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers,
or controlling Persons and shall survive the transfer of such securities by such seller.


 




    	 	12	 



     


    

 


3.2         Indemnification
by the Investors/Existing Holders. The Company may require, as a condition to including any Registrable Securities in any registration
statement to which Clause 2 applies (or, with respect to the Existing Holders, any Company Securities in any registration statement
to which the Existing Shareholders Agreement or Investor Rights Agreement applies), that the Company shall have received an undertaking
reasonably satisfactory to it from the prospective seller of such Registrable Securities or Company Securities (as applicable)
or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Clause 3.1) the Company,
its directors, officers, affiliates, employees, representatives, agents, and controlling Persons (each, a “Company Indemnified
Party,” and collectively, the “Company Indemnified Parties,” and together with the Seller Indemnified
Parties, the “Indemnified Parties” and each individually an “Indemnified Party”) with respect
to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary,
final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller or underwriter respectively, specifically stating that it is for use
in the preparation of such registration statement, preliminary, final, or supplemental prospectus or amendment or supplement, or
a document incorporated by reference into any of the foregoing; provided, however, that the indemnity agreement contained in this
Clause 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers,
or any of their respective affiliates, directors, officers, or controlling Persons and shall survive the transfer of such securities
by such Investor or Existing Holder, as the case may be.


 


3.3         Notices
of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be sought pursuant to this Clause 3, such Indemnified Party
will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the
commencement of such action or proceeding; provided that the failure of the Indemnified Party to give prompt notice as provided
herein (i) shall not relieve the indemnifying party of its obligations under this Clause 3, except to the extent that the indemnifying
party is materially prejudiced by such failure to give prompt notice, and (ii) shall not, in any event, relieve the indemnifying
party from any obligations which it may otherwise have to any Indemnified Party in addition to any indemnification obligation provided
in Clauses 3.1 and 3.2. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified
Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect
of such action or proceeding, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its
expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election
so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying
party will consent to entry of any judgment or settle any action or proceeding which (i) does not include, as an unconditional
term thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such
action or proceeding, and (ii) does not involve the imposition of equitable remedies or of any obligations on such Indemnified
Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations
for such Indemnified Party will be indemnified hereunder.


 




    	 	13	 



     


    

 


		3.4	Contribution.



 


		(a)	If the indemnification provided for in this Clause 3 from the indemnifying party is unavailable
to or insufficient to fully hold harmless an Indemnified Party hereunder in respect of any action or proceeding, losses, damages,
liabilities, or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such action or proceeding, losses, damages, liabilities,
or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such Indemnified Party
in connection with the actions which resulted in such action or proceeding losses, damages, liabilities, or expenses, as well as
any other relevant equitable considerations. The relative fault of such indemnifying party and such Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied
by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such action. The amount paid or payable by a party under this Clause 3.4 as a result of the action
or proceeding, losses, damages, liabilities, and expenses referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any investigation or proceeding.



 


		(b)	The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Clause 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable
considerations referred to in Clause 3.4(a) hereof. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.



 


3.5         Limitation
of Investor Liability. Notwithstanding any other provisions of this Agreement, the aggregate liability of an Investor or Existing
Holder under this Clause 3 shall be limited to the aggregate net proceeds received by such seller in connection with any offering
to which such registration under the Securities Act relates, unless such liability arises out of or is based on the willful misconduct
or gross negligence of such Investor or Existing Holder.


 


3.6         Other
Indemnification. Indemnification similar to that specified in the preceding provisions of this Clause 3 (with appropriate modifications)
shall be given by the Company and each Investor in respect of Registrable Securities or Existing Holder in respect of Company Securities
(as applicable) with respect to any required registration or other qualification of securities under any federal or state law or
regulation or governmental authority other than the Securities Act.


 




    	 	14	 



     


    

 


3.7         Non-Exclusivity.
The obligations of the parties under this Clause 3 shall be in addition to any liability which any party may otherwise have to
any other party.


 


3.8         Existing
Holders. The Company agrees that the Existing Holders shall be third party beneficiaries of this Clause 3.


 


		4.	Miscellaneous.



 


4.1         Conditions
Precedent. Subject to the immediately following sentence, the Parties agree and acknowledge that the provisions of this Agreement
shall be conditional upon Closing taking place and shall come into effect upon Closing and expiration of the lock-up period under
[Section 6.4] of the Share Purchase Agreement. Notwithstanding the foregoing, this Clause 4 and those provisions of this Agreement
which are necessary for the purpose of interpretation of Clause 4 shall take effect upon the date first above written.


 


4.2         Governing
Law. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating hereto, shall be
governed by and construed in accordance with the law of Hong Kong, without regard to the conflicts of law rules thereunder.


 


4.3         Dispute
Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including, but not limited to,
any question regarding the breach, termination or invalidity thereof shall be finally resolved by arbitration in Hong Kong in accordance
with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”)
in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section.
The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within
thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration
shall be in Hong Kong and the language to be used shall be English. Any arbitration award shall be (i) in writing and shall contain
the reasons for the decision, (ii) final and binding on the parties hereto and (iii) enforceable in any court of competent jurisdiction,
and the parties hereto agree to be bound thereby and to act accordingly.


 


4.4         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes
of the effectiveness of this Agreement.


 


4.5         Notices.
All notices and other communications under this Agreement shall be in writing and shall be deemed effectively given (i) when delivered
personally by hand (with written confirmation of receipt), (ii) when sent by fax (with written confirmation of transmission) or
(iii) two Business Days following the day sent by international overnight courier (with written confirmation of receipt), in each
case at the addresses and facsimile numbers set forth on Schedule 2 (or to such other address or facsimile number as a Party
may have specified by notice given to the other Parties pursuant to this provision).


 




    	 	15	 



     


    

 


4.6         Entire
Agreement; Amendments and Waivers. This Agreement, the Share Purchase Agreement and the other transaction documents contemplated
under the Share Purchase Agreement constitute the full and entire understanding and agreement among the Parties with regard to
the subjects hereof and thereof, and supersedes all other agreements between or among any of the Parties with respect to the subject
matter hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Party.


 


4.7         Severability.
If a provision of this Agreement is held to be unenforceable under applicable Laws, such provision shall be excluded from this
Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


4.8         Further
Assurances. The Parties agree to execute such further instruments and to take such further actions as may be reasonably necessary
to carry out the intent of this Agreement.


 


4.9         No
Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed
a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance
with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power
or remedy at any other time or times.


 


[The remainder of this page has been
intentionally left blank.]


 




    	 	16	 



     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


	 	INVESTORS
	 	 
	 	BLUERUN VENTURES IV, L.P.
	 	 	 
	 	By:	BRV Partners IV, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	BRV Partners IV, L.P.
	 	its:	General Partner
	 	 	 
	 	By:	/s/ Jonathan Ebinger
	 	Name: Jonathan Ebinger
	 	Title: Authorized Signatory


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


	 	INVESTORS
	 	 
	 	CHAN KEI LIM
	 	 
	 	/s/ Chan Kei Lim


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


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


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


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


 


	 	INVESTORS
	 	 
	 	TRINITYVILE PROFIT LIMITED
	 	 	 
	 	By:	/s/ Haoyong Yang
	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


SCHEDULE 1


 


List of Investors


 


		1.	BLUERUN VENTURES IV, L.P.



		2.	NOKIA GROWTH PARTNERS II L.P.



		3.	LT GROWTH INVESTMENT IV LIMITED



		4.	SEQUOIA CAPITAL CHINA II, L.P.



		5.	SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P.



		6.	SEQUOIA CAPITAL PRINCIPALS FUND II, L.P.



		7.	SEQUOIA CAPITAL 2010 CV HOLDCO, LTD.



		8.	CG INFO SERVICES INVESTMENT LIMITED



		9.	CHINA RENAISSANCE HOLDINGS LIMITED



		10.	CLASSROOM INVESTMENTS INC.



		11.	CHAN KEI LIM



		12.	GLEE INVESTMENT LIMITED



		13.	TIGER GLOBAL MAURITIUS FUND



		14.	INTERNET FUND II PTE. LTD.



		15.	TRINITYVILE PROFIT LIMITED