In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Exhibit 4.15 THE SYMBOL **** DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PRODUCT MANUFACTURING AGREEMENT This Product Manufacturing Agreement (Agreement) is made as of the Effective Date by and between DEXCEL LTD., with its registered address at ****, Israel (Dexcel) and KITOV Pharma Ltd., with its registered office at 132 Menachem Begin Road, Azrieli Center, Tel Aviv, 6701101, Israel (Kitov). Dexcel and Kitov are hereinafter jointly the Parties and individually a Party. WHEREAS: Dexcel is a pharmaceutical company engaged in various activities including, but not limited to, the research, development, manufacture, and marketing of various drugs and pharmaceutical specialties in various dosage forms; WHEREAS: Kitov is a pharmaceutical company engaged in various activities including, but not limited to, the development of pharmaceutical products; WHEREAS: Kitov and Dexcel entered into a Development Services Agreement on April 1, 2014 (Development Agreement), pursuant to which Dexcel performed certain development services for Kitov with respect to the Product; WHEREAS: Kitov desires that Dexcel manufacture and package the Product for Kitov in accordance with the terms of this Agreement, and Dexcel is willing to manufacture and package the Product for Kitov in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties, intending to be legally bound, hereby agree as follows: 1 Definitions For the purpose of this Agreement, the terms set forth in this clause, whether used in singular or plural form, shall mean, unless otherwise expressly provided for in this Agreement or the context otherwise requires, the following: 1.1 Affiliate of a Party shall mean any corporation or other business entity directly or indirectly Controlled by, under common Control with, or in the Control of such Party. 1.2 Anti-Corruption and Anti-Bribery Laws shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 (2010 Chapter 23) of the Parliament of the United Kingdom, any rules or regulations under such acts, and any other anti-corruption or anti-bribery statutes, laws or regulations applicable to a Party. 1.3 API shall mean the active pharmaceutical ingredients Celecoxib and Amlodipine Besylate.

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.4 Batch shall mean the defined quantity of the Product processed in a single process or series of processes in a manner designed to be homogeneous. The Batch size for the Product is **** tablets. 1.5 cGMPs or Good Manufacturing Practice shall mean the part of quality assurance which ensures that the Product is consistently produced and controlled to the quality standards appropriate to their intended use, the principles and guidelines of which are specified in European Commission Directive 2003/94/EC and the FDA's current Good Manufacturing Practices, particularly 21 CFR § 210 et seq., and 21 CFR §§ 600-610, as both may be amended from time to time. 1.6 Change of Control shall mean (i) any change, sale, merger, reorganization, or any other event or action that results in a third party, which is a material competitor to the other Party to this agreement, acquiring: (a) all or substantially all of the business or assets of a Party relating to this Agreement, (b) Control, directly or indirectly, of such Party (and/or any corporate entity that Controls, directly or indirectly, such Party), or (ii) any assignment or delegation of, sale or transfer of a Party's rights and obligations under this Agreement (or any part hereof) to a third party. Notwithstanding anything in the immediately preceding paragraph to the contrary, where the Party in question is Dexcel, any of the foregoing events or actions shall not be considered a Change of Control where any one or more of the relevant third party or parties referred to in clause (i) above is (A) a Family Member, or (B) any entity Controlled by Mr. **** and/or a Family Member. 1.7 Claims shall mean any demands, claims, actions, causes of action, assessments, losses, damages, injuries, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) filed, raised, initiated or made by any governmental authority and/or third party. 1.8 Confidential Information shall have the meaning set forth in Section ​7.1. 1.9 Confirmed Order shall have the meaning set forth in Section 3.3.2. 1.10 Control or Controlled shall mean possession of more than fifty percent (50%) of the share capital of a corporation or other business entity, and/or the power to direct or cause the direction of the management and policies of a corporation or other entity whether through the ownership of voting securities, by contract or otherwise. 1.11 Delivery shall mean the time when the Product is placed at the disposal of Kitov at Dexcel's Facility based on an **** (Incoterms® 2010). 1.12 Distributors shall mean any Person under contract with Kitov or any of its Affiliates for the distribution of the Product in a certain territory or territories. 1.13 Effective Date shall mean the date of signature of the last Party to execute this Agreement. 1.14 EMA means the European Medicines Agency or any successor entity. 1.15 Family Member shall mean ****. 1.16 FDA means the U.S. Food and Drug Administration or any successor entity.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.17 Force Majeure shall mean an event beyond a Party's reasonable control which prevents such Party from performing its obligations hereunder, such events may include, but not be limited to, Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, any extraordinary military operation which requires a large military reserve mobilization, nationalization, governmental activities relating to emergency situations, blockage, embargo, strikes or lockouts. 1.18 Human Trafficking shall mean the recruitment, transportation, transfer, harboring, or receipt of men, women and/or children by improper means (such as force, abduction, fraud, or coercion) for an improper purpose including forced labor or sexual exploitation. 1.19 Intellectual Property Rights shall mean any inventions, information, results, data, hypotheses, discoveries, developments, know- how, production methods, laboratory test results, owned or in the possession of a Party, including, but not limited to, any patent, copyright, registered design, trademarks, trade secrets, or other industrial or intellectual property right, including any and all improvements, enhancements, derivatives and residuals, whether registered or unregistered and applications for any of the foregoing in any country, and any other intellectual property rights. 1.20 Joint IP shall have the meaning set forth in Section 8.3 of the Development Agreement as shown in Exhibit A 1.21 Kitov Data shall mean, Kitov Foreground IP, including Patent families embodied in Patents applications no. 13/026,741, 12/990,724, WO2009/154944 and WO2011/100659, and Kitov's Confidential Information.. 1.22 Kitov Foreground IP shall have the meaning set forth in Section 8.1 of the Development Agreement as shown in Exhibit A. 1.23 Kitov Product IP shall have the meaning set forth in Section ​2.1.1. 1.24 Label, Labeled or Labeling shall refer to: (i) all labels and other written, printed or graphic matter on the Product or any Packaging utilized with the Product, or (ii) any written material accompanying the Product, including, without limitation, patient information leaflets (PIL). 1.25 Livery or Liveries shall mean the graphics and text appearing on each Pack of the Product, including the Trademark and any logos of Kitov and/or its Distributors, including, inter alia, the requirements for serialization, as notified by Kitov to Dexcel in writing from time to time. 1.26 Marketing Authorization shall mean an application to the appropriate Regulatory Authority for approval to market the Product in any particular jurisdiction and all amendments and supplements thereto 1.27 Minimum Order Requirements shall mean multiples of a full Batch. 1.28 Pack shall mean a bottle containing either **** or **** tablets of the Product, Labeled with the Livery. 1.29 Packaging shall mean all primary containers (including bottles or blisters) for the Product, plus cardboard cartons, PILs, shipping cases or any other like matter used in packaging and/or accompanying the Product.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.30 Person means any individual, entity or corporation of any kind, domiciled in any jurisdiction. 1.31 Product shall mean tablets containing the APIs Celecoxib/Amlodipine in three dosage strengths (200/10mg, 200/5mg and 200/2.5mg), Labelled with the Livery and in Packs. 1.32 Quality Agreement shall mean the agreement to be entered into by the Parties pursuant to Section ​4.1 below, which allocates the pharmaceutical responsibilities and obligations of the Parties with respect to Product quality. 1.33 Quarter shall mean the relevant three (3) month period ending on 31 March, 30 June, 30 September and 31 December in any calendar year, and any shorter period commencing on a day following the end of a Quarter and ending on the expiration or termination of this Agreement. 1.34 Regulatory Authority shall mean, in a particular country or jurisdiction, any applicable governmental authority involved in granting a Marketing Authorization in such country or jurisdiction, including, inter alia, the FDA and EMA. 1.35 Specifications shall mean the pharmacochemical, manufacturing, stability and other specifications of a Product defined in such Product's Marketing Authorization, subject to change from time to time as reasonably required to meet any requirements of the relevant Health Authorities. 1.36 Supply Commencement Date shall mean the date upon which Dexcel makes the first Delivery of the Product to Kitov pursuant to an Confirmed Order. 1.37 Supply Price shall have the meaning set forth in Section ​3.4. 1.38 Term shall have the meaning set forth in Section ​5.1. 1.39 Trademark shall mean Kitov's trademark Consensi™. 1.40 Working Day shall mean a day excluding Friday and Saturday and, for the avoidance of doubt, excluding statutory holidays in the State of Israel. 1.41 Year shall mean the twelve (12) months following the Supply Commencement Date and each successive twelve (12) month period commencing on the anniversary of the Supply Commencement Date. 2 Basics of the Agreement 2.1 Grant of Rights; Exclusivity 2.1.1 Kitov hereby grants to Dexcel a fully paid, limited license right to use all of its Confidential Information and Intellectual Property Rights (including, inter alia, the Kitov Foreground IP, Kitov Data, Kitov's share of the Joint IP, and the Trademark (Kitov Product IP)) necessary in order for Dexcel to manufacture, Label, package with the Livery, test and release the Product for shipment, exclusively for Kitov, for and during the Term.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





2.2 Kitov shall be responsible (itself or through its Affiliates and Distributors) for all costs related to the maintenance of or changes to the Specifications, materials, suppliers of the API and/or other materials used for the manufacture or Packaging of the Product, regulatory dossiers, and/or the Marketing Authorizations for the Product. Dexcel shall provide any and all reasonable assistance to Kitov in this respect during the Term. 3 Purchase and Supply of Product 3.1 Packaging 3.1.1 Kitov shall provide Dexcel with reasonable Packaging and Labelling instructions for the Livery (by SKU), including, but not limited to, artwork for Labels and patient leaflets, as soon as practicable following the Effective Date; provided, however, that Kitov shall provide such instructions at least one hundred and twenty (120) days prior to the anticipated Supply Commencement Date. Kitov shall provide Dexcel with its Product Packaging and Labeling instructions, including, but not limited to, approved artwork, with respect to any new SKU (for a new Product Distributor or new country), as well as changes to or destruction of existing materials at least one hundred and fifty (150) days prior to the anticipated first supply of each such SKU. 3.1.2 Kitov shall ensure that the Packaging and Labelling instructions and the Livery shall comply in all respects with the relevant Marketing Authorizations. 3.1.3 In the event that Kitov has Packaging requirements that are not standard for Dexcel, the Parties shall discuss the implementation and costs of the same in good faith. Any additional costs and expenses incurred by Dexcel as a result of such additional requirements shall be borne solely by Kitov. 3.1.4 Dexcel shall order the Packaging materials required for the Product Packaging (including, but not limited to, all Labeling); provided that such orders shall not exceed the forecasted demand of such materials for the next following twelve (12) months. In the event that any Product artwork needs to be changed and/or discarded further to Kitov's written instructions or due to requirements of a relevant Regulatory Authority, Kitov shall fully bear any costs arising from any such changes, including the costs of any discarded Packaging materials and/or any destruction costs. However, if such changes are required to be carried out at Dexcel's request, the cost for such changes shall be assumed by Dexcel. 3.2 Kitov shall provide Dexcel with a twelve (12) month rolling forecast of its Product requirements (by SKU), no later than the fifteenth (15th) Working Day of each Quarter (Forecast). The first Forecast will be provided by Kitov to Dexcel at least six (6) months less one week prior to the anticipated Supply Commencement Date and shall represent Kitov's best estimates of the quantity of each Product SKU to be ordered during the twelve (12) months period covered by the Forecast;. 3.3 Purchase Orders 3.3.1 Kitov shall provide Dexcel with written purchase orders meeting the Minimum Order Requirements and in a form reasonably acceptable to Dexcel, and which shall specify at least the following: a description of the Product ordered, the quantity ordered, the current Supply Price, and the required delivery date thereof, such required delivery date to be not less than one hundred and twenty (120) days from the purchase order placement date (one hundred and eighty (180) days before the anticipated Supply Commencement Date and/or the launch of a new SKU).

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.3.2 All Kitov purchase orders are subject to confirmation in writing by Dexcel, which confirmation shall be delivered by e-mail within ten (10) Working Days of Dexcel's receipt of each purchase order (each, a Confirmed Order). If Kitov does not receive a response from Dexcel within such ten (10) Working Days, Kitov shall contact Dexcel to confirm that Dexcel has received the purchase order. Except as provided in Section ​3.3.3, Dexcel shall use its best endeavors to accept all purchase orders placed by Kitov, which meet the Minimum Order Requirements and the remaining terms and conditions of this Agreement. 3.3.3 In the event that a Kitov purchase order is greater than Kitov's Forecast by more than **** percent (****%), Dexcel shall make a good faith determination of its ability to accept such purchase order, consistent with its manufacturing schedule, the availability of the Product API and other materials, and its other planning requirements, in Dexcel's sole discretion. 3.3.4 Dexcel will supply the Product only on the terms of this Agreement or any additional terms specifically agreed upon in writing by both parties; in the event of any conflict, the provisions of this Agreement shall prevail. 3.3.5 Dexcel shall use reasonable commercial efforts to deliver the Confirmed Orders to Kitov in full on the required delivery date. Each shipment shall be accompanied by certificates of analysis and such other documents required to be included pursuant to the Quality Agreement. 3.3.6 Dexcel shall supply the Product with at least **** percent (****%) of the shelf life upon Delivery unless otherwise agreed by the Parties. 3.3.7 The Parties shall store and transport the Product in compliance with applicable laws and regulations for pharmaceutical products, the Quality Agreement and the relevant Marketing Authorization. Dexcel will be responsible for packaging the Product in a manner appropriate for shipment and for including data loggers with each such shipment in accordance with the provisions of the Quality Agreement. 3.3.8 Kitov shall be solely responsible, at its own cost and expense, for all activities related to the sale, marketing, shipping, distribution, storage following the delivery of the Products, order fulfilment, invoicing, collection, and any other activities directly or indirectly related to the promotion, marketing, distribution, or sale of the Product in any country. 3.4 The Supply Prices for the Product shall be:

Strength Pack Size Supply Price/Pack (in US Dollars) 200/10mg Bottle **** tablets **** 200/10mg Bottle **** tablets **** 200/5mg Bottle **** tablets **** 200/5mg Bottle **** tablets **** 200/2.5mg Bottle **** tablets **** 200/2.5mg Bottle **** tablets ****

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.5 Supply Price modification 3.5.1 Commencing with ****, Dexcel may adjust the Supply Price for the next following Year not more often than ****. 3.5.2 Dexcel shall deliver to Kitov, ****, a revised Supply Price to be effective for Product delivered on or after the first day of the next Year; such revised Supply Price shall not be applicable to then-outstanding Confirmed Orders. 3.6 Payment Terms 3.6.1 All payments shall be made by bank transfer to such account as may be indicated by Dexcel, Dexcel and Kitov each bearing their own bank transfer costs, net thirty (30) days from Delivery. All payments shall be made in U.S. Dollars. 3.6.2 With the exception of amounts in legitimate dispute, in the event that Kitov is more than twenty one (21) Working Days late in meeting the payment schedule set forth in Section ​3.6.1, Dexcel may, upon seven (7) Working Days' written notice to Kitov (i) delay the delivery of Product ordered until the amounts in arrears are paid, (ii) charge penalties on late payment with interest at the rate of **** per month from the due date for payment until payment is actually made, and/or (iii) change or limit the terms of payment for future orders, including requiring the prepayment for new orders or the provision of a letter of credit by Kitov (at Kitov's expense) from a bank reasonably acceptable to Dexcel. 3.6.3 With the exception of amounts in legitimate dispute, in the event that Kitov fails to make any payment due hereunder within ninety (90) days following the original due date, it shall be deemed a material breach of this Agreement and shall entitle Dexcel, in its sole discretion, to terminate this Agreement with immediate effect. 3.7 Product Acceptance 3.7.1 The Product supplied by Dexcel to Kitov shall correspond to the respective Product Specifications and the relevant Marketing Authorization and shall be manufactured in compliance with cGMP and the Quality Agreement. 3.7.2 Kitov shall provide Dexcel with written notification of any shortfalls in shipment quantity, and (a) any out-of-specification temperature excursions based on the downloaded data logger information following compliance with the provisions of the Quality Agreement, and/or (b) any failure of the Product to meet the Specifications which are apparent upon visual inspection and/or identification testing of the Product delivered to it by Dexcel (each of (a) and (b) being an Apparent Defect), such notification to be provided within thirty (30) Working Days of receipt of the Product at Kitov's warehouse, accompanied by samples of any such allegedly defective Product and any such Product shall not be removed from quarantine until their status is resolved. In the event that a defect is not apparent upon visual inspection during the shelf life of the Product (Hidden Defect), Kitov shall use commercially reasonably best efforts to provide Dexcel with written notification within thirty (30) Working Days of discovering the same, to be accompanied by samples of any such allegedly defective Product, if such samples are available In the event of any failure by Kitov to provide Dexcel with written notification of any such shortfall, Apparent Defect or Hidden Defect within the respective aforementioned periods, it shall be deemed as Kitov having accepted the relevant consignment.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.7.3 Dexcel shall use its best efforts to make up any shortfall in shipment quantity as soon as practicable after being notified by Kitov of such shortfall. In the event of Product which Kitov claims have Apparent Defects or Hidden Defects, Dexcel shall have up to thirty (30) Working Days after receipt of the samples to show that the Product in question meets the Specifications (Period). In the event that no agreement is reached by the end of the Period, Kitov shall have the right to submit a new purchase order, which Dexcel shall satisfy as soon as possible using reasonable commercial efforts (Replacement Shipment), and Dexcel shall require proof that Kitov has destroyed that part or all of the original shipment with claimed defective Product. In the event that Kitov has fully paid the Supply Price for the claimed defective Product, Dexcel shall supply the Replacement Shipment at no additional Transfer Price. In the event that Kitov has not fully paid the Supply Price for the claimed defective Product, Kitov will pay for the Replacement Shipment in accordance with the provisions of this Agreement (assuming the Replacement Shipment meets the Specifications). 3.7.4 Dexcel's responsibility for Product supplied by it to Kitov failing to meet the Specifications shall be limited to the replacement of the Product or the refund of the Supply Price paid by Kitov for such order, as agreed by the parties, except as otherwise provided under this Agreement. 3.7.5 In the event that the Parties do not agree on whether the Product meets the Specifications by the end of the Period, the Parties agree to nominate an independent, reputable laboratory approved by the Regulatory Authority (Laboratory), acceptable to both Parties, which shall examine representative samples taken from such consignment, using the methods of analysis agreed upon by both Parties. The result shall be binding upon both Parties. Any charges for such examination shall be borne by the Party found to be wrong in its assessment. In the event that Kitov receives a Replacement Shipment and the Laboratory decides that the first shipment failed to meet the Specifications, Kitov shall only have to pay Dexcel for the Replacement Shipment. In the event that Kitov receives a Replacement Shipment and the Laboratory decides that the first shipment met the Specifications, Kitov shall have to pay for both shipments. 4 Quality Agreement; Product Complaints and Recalls 4.1 The Parties shall conclude the Quality Agreement as soon as practicable after the Effective Date, but not later than ninety (90) days prior to the shipment of the initial order of the Product to Kitov. 4.2 In case of a conflict between this agreement and the Quality Agreement, this agreement shall prevail on any business matters, and the Quality Agreement shall prevail on any quality related matters.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





4.3 Kitov shall have the right (at reasonable intervals, with reasonable prior written notice and during normal business hours, and not more often than annually) to inspect Dexcel's manufacturing facilities used in the manufacture, storage, testing, and/or release for shipment of the Product. 4.4 Kitov shall be responsible for the execution of Product recall and crisis management policies regarding Product issues in the Territory. In the event of a Product recall in the Territory, Kitov shall promptly advise Dexcel and the Parties shall reasonably cooperate with each other to take all necessary actions in that regard. 4.5 Kitov shall be responsible for bearing the cost and expenses of any recall resulting from any of the following: (i) damage to the Products which occurred after Delivery of the Products from Dexcel; (ii) any failure of the Livery for the Product to comply with local laws or regulations in the relevant Territory; or (iii) any other action or non-action of Kitov or a Distributor as promoter, marketer, distributor and seller of the Product in the Territory. 4.6 Dexcel shall be responsible for bearing the cost and expenses of any recall resulting from: (i) Dexcel's acts or omissions as manufacturer of the Product, or (ii) the Product supplied by Dexcel not being in conformity with the Specifications at Delivery. 5 Term and Termination 5.1 The Agreement shall commence on the Effective Date and remain in full force and effect for an initial term of **** from the Supply Commencement Date of the Product (Initial Term). Following the Initial Term, the Agreement shall automatically be renewed for additional periods of **** (each, a Renewal Term, and, together with the Initial Term, the Term)), unless a Party provides written notification of non-renewal to the other Party at least **** of the Initial Term or a Renewal Term. 5.2 This Agreement may be terminated: 5.2.1 by either Party, effective immediately upon written notice to the other Party, if (i) a receiver, trustee, or liquidator of the other Party is appointed for any of properties or assets of the other Party; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party files a petition under the relevant statute for the bankruptcy or reorganization of the other Party or any arrangement with its creditors or readjustment of its debt, or its dissolution or liquidation, or such a petition is filed against the other Party and is not dismissed within sixty (60) days thereafter; or (iv) the other Party ceases doing business generally or commences dissolution or liquidation proceedings; 5.2.2 in the event that a Party is in material breach of this Agreement or the Quality Agreement and fails to remedy such breach within thirty (30) calendar days from receipt of written notification of same, by the non-breaching Party; 5.2.3 by Dexcel, in the event that the provisions of Section ​3.6.3 is applicable; or 5.3 in the event of a Change of Control, the Party which was not subject to the Change of Control may terminate this Agreement upon six (6) months advance written notification. The affected Party is obligated to notify the other Party of its decision to terminate within thirty (30) days following notice of the Change of Control.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





5.4 Rights and Obligations Following Expiration or Termination It is specifically understood by Dexcel and Kitov that, upon any expiration or termination of this Agreement for any reason, the rights and obligations of the Parties shall include the following: 5.4.1 Neither Party shall be relieved of its duty to discharge in full all obligations accrued or due prior to the date of termination, cancellation or expiration; all sums owed by either Party to the other shall become immediately due and payable thirty (30) days after such date. 5.4.2 Each Party shall remove all references to the other, if any, from its letterhead, business forms, advertising literature, websites and place of business, and shall not thereafter use any name or trademark suggesting that it has any current relationship with the other Party. 5.4.3 Each Party shall return to the other all of the other's Confidential Information and any other material, information or samples relating to the Product which have been provided or made available to the other and shall not retain any copies and the Parties further agree not to make any further use of each other's Confidential Information or any other information, data or samples relating to the Product provided or made available by the other Party, except as necessary to comply with its statutory, regulatory or licensing obligations; provided, however, that Kitov may retain such material, information and/or samples relating to the Product as may be necessary for Kitov to continue to sell the Product as permitted by Section ​5.4.4 below, following which, Kitov shall refrain from making any further use of Dexcel's Confidential Information or any other information, data or samples and shall return any remaining Confidential Information and material, information or samples relating to the Product. 5.4.4 The provisions of this Section ​5.4.4 shall not be applicable if Dexcel shall have terminated this Agreement pursuant to Sections ​5.2.2 or ​5.2.3. Any Confirmed Orders made by Dexcel on or before the expiration or termination of this Agreement but not yet delivered by Dexcel shall be delivered to Kitov and Kitov shall be liable to pay for the same in accordance with the provisions of the Agreement. Kitov shall be entitled to sell or otherwise dispose of its remaining stock of the Product until the end of the inventory's shelf life. 5.4.5 In no event shall any expiration or termination of this Agreement excuse either Party from any breach or violation of this Agreement and full legal and equitable remedies shall remain available therefor. The rights and obligations of the Parties to this Agreement set forth in 4, 5, 6, 7, 9 and 10 shall survive any expiration or termination of this Agreement. 6 Force Majeure 6.1 If a Party asserts the occurrence of an event of Force Majeure as an excuse for its failure or inability to perform such Party's obligations, then the obligations of the Parties hereunder shall be suspended for so long as the Force Majeure event renders performance of the Agreement impossible or impractical; provided, however, that (a) the nonperforming Party shall timely notify the other Party in writing of the likelihood or actual occurrence of an event of Force Majeure by the nonperforming Party; (b) the nonperforming Party must reasonably prove that it took all commercially reasonable steps to minimize delay or damages caused by such event; and (c) the nonperforming Party substantially fulfilled all non-excused obligations, unless the other Party has notified the nonperforming Party to the contrary.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





6.2 In the event that such event of Force Majeure continues for a period in excess of sixty (60) days, the Parties agree to undertake good faith discussions with a view to reaching some other mutually acceptable and reasonable arrangement for alleviating the effects of such Force Majeure. In the event that the Parties are unable to agree on such an arrangement, either Party shall be entitled to provide immediate written notice of termination to the other Party. 7 Confidential Information 7.1 For the purposes of this Agreement, Confidential Information shall mean, with respect to a Party, all information of any kind whatsoever (including but not limited to, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies and techniques), and all tangible and intangible embodiments thereof of any kind whatsoever (including but not limited to apparatus; compositions; documents; drawings; machinery; patent applications; records and reports), which is proprietary to the disclosing Party or that is marked or identified by the disclosing Party or otherwise acknowledged by the recipient Party to be confidential to the disclosing Party at the time of disclosure to the other Party. 7.2 Confidential Information shall not include: 7.2.1 Information that, at the time of disclosure by the disclosing Party, is in the public domain or that, after disclosure, becomes part of the public domain except through a breach of this Agreement by the recipient Party; or 7.2.2 Information that, at the time of disclosure by the disclosing Party, was known to the recipient Party and was not acquired directly or indirectly from the disclosing Party and which the recipient Party can establish by competent proof was in its possession at the time of disclosure; or 7.2.3 Information that the recipient Party can establish by competent proof was lawfully received from a third Party 7.3 The Parties recognize that a Party within the framework of this Agreement may disclose Confidential Information only in accordance with the terms of this Agreement (including this section 7)and that such disclosure represents confidential and valuable proprietary information. Each Party promises and undertakes not to disclose the other Party's Confidential Information to any other person other than those of its and its Affiliates' employees, directors, officers, consultants, and Distributors (Representatives) who must have access to such information in order to utilize it for the purposes of this Agreement. The recipient Party will take all reasonable steps to encourage and require its Representatives to preserve such trust and confidence. 7.4 The recipient Party shall accord the Confidential Information disclosed by the disclosing Party with at least as careful treatment as the recipient Party accords to its own trade secrets, know how, and other proprietary information, but no less than a reasonable level of care.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





7.5 The recipient Party agrees not to use Confidential Information for any purpose other than within the framework of the co-operation with the disclosing Party and to exercise its rights and carry out its obligations under this Agreement. Upon any expiration or termination of this Agreement, at the disclosing Party's request, the recipient Party agrees to return to the disclosing Party all Confidential Information disclosed to the recipient Party by the disclosing Party. 7.6 Nothing in this Agreement, nor any disclosure of Confidential Information by the disclosing Party to the recipient Party before or after its execution, shall operate to confer any rights upon the recipient Party (other than the rights set forth in this Agreement) nor be effective to license or transfer to the recipient Party any right, title or interest in the Confidential Information, which rights shall remain the disclosing Party's exclusive property. 7.7 The Parties agree that neither Party may issue or release, directly or indirectly, any press release, marketing material or other communications to third parties, the media or the public regarding the terms of this Agreement, the other Party hereto, the Product, or the transactions contemplated hereby without the prior written approval of the other Party hereto, such approval not to be unreasonably withheld, delayed or conditioned; provided, however, that nothing contained in this Agreement shall prevent or preclude any Party from making such disclosures as may be required by applicable law, including, but not limited to, any disclosures required by applicable securities laws. 7.8 Required Disclosure. Notwithstanding the provisions of this Section 7, the recipient Party may disclose the Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary to: 7.8.1 prosecute or defend litigation; 7.8.2 comply with applicable governmental laws and regulations (including, without limitation, the applicable laws, rules, regulations or requirements of a securities exchange or another similar regulatory body); or 7.8.3 respond to a valid order, inquiry or request of, or make filings and submissions to, or correspond or communicate with, any government authority. In the event that the recipient Party deems it reasonably necessary to disclose the Confidential Information of the disclosing Party pursuant to this sub-Section 7.8, the recipient Party shall, to the extent possible, provide the disclosing Party with reasonable advance notice of such disclosure to afford the disclosing Party a reasonable opportunity to take the necessary measures to prevent or otherwise limit the disclosure, and in any event, the recipient Party shall limit the disclosure to the extent necessary to fulfill the subject purpose described above and take reasonable measures to ensure confidential treatment of such information. 8 Warranties, Indemnities and Insurance 8.1 Kitov represents, warrants and covenants as follows: 8.1.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





8.1.2 This Agreement is a valid and binding obligation of Kitov enforceable against it in accordance with its terms. Kitov has the unencumbered right to enter into this Agreement and to fulfill its duties hereunder. It is not and will not become Party to any agreement in conflict herewith. 8.1.3 No approval, consent, order, authorization or license by, giving notice to or taking any other action with respect to, any governmental or regulatory authority is required in connection with the execution and delivery of this Agreement by Kitov and the performance by Kitov of its obligations hereunder. 8.1.4 With respect to the Kitov Product IP, the Trademark and any remaining Kitov trademarks and logos, Kitov warrants that, to the best of its knowledge, it has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any valid intellectual property rights of any third party, nor has Kitov received, to the best of its knowledge, any communications alleging any such interference, infringement, misappropriation, or violation (including any claim that Kitov must license or refrain from using any intellectual property rights of any third party). 8.1.5 The corporate policy of Dexcel is that all business be conducted within the letter and the spirit of the law. Kitov warrants and represents that it will conduct the business contemplated hereunder in a manner which is consistent with the Anti- Corruption and Anti-Bribery Laws, and it further warrants and represent that it will not: a) Offer or give, either directly or indirectly, money or anything else of value to any person or organization (including any government official) that is intended to, or could be seen as an attempt to, improperly influence or reward such other person or organization in order to obtain or retain business or secure a business advantage for such person or organization, Kitov (including its Affiliates, Distributors, agents, or other person associated with or acting on its or their behalf) or Dexcel. b) Request or accept, directly or indirectly, money or anything else of value if it is intended, or could be seen as an attempt, to compromise Kitov's independence or judgment, or to improperly influence a business decision of Kitov or Dexcel. 8.1.6 Kitov warrants that it has established and maintains a compliance program and reasonable internal controls and procedures appropriate to ensure that Human Trafficking is not taking place in any part of its supply chain and in any part of its own business, including, inter alia, the following: a) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) do not employ any person younger than the applicable legal minimum age for working, and children and young people less than eighteen years of age are not employed in hazardous conditions. a) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) do not employ any person on an involuntary basis and do not use forced, prison, bonded, or indentured labor.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





b) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) fairly compensate their employees by paying wages and providing benefits that meet or exceed the applicable, legally mandated minimum requirements in the countries in which they operate. 8.2 Dexcel represents, warrants and covenants as follows: 8.2.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder. 8.2.2 Dexcel owns or has a valid license to all Dexcel IP rights relating to the Product. This Agreement is a valid and binding obligation of Dexcel enforceable against it in accordance with its terms. Dexcel has the unencumbered right to enter into this Agreement and to fulfill its duties hereunder. It is not and will not become Party to any agreement in conflict herewith. 8.2.3 No approval, consent, order, authorization or license by, giving notice to or taking any other action with respect to, any governmental or regulatory authority is required in connection with the execution and delivery of this Agreement by Dexcel and the performance by Dexcel of its obligations hereunder. 8.2.4 Dexcel warrants and represents that it will conduct the business contemplated hereunder in a manner which is consistent with the Anti-Corruption and Anti-Bribery Laws, and it further warrants and represent that it will not: a) Offer or give, either directly or indirectly, money or anything else of value to any person or organization (including any government official) that is intended to, or could be seen as an attempt to, improperly influence or reward such other person or organization in order to obtain or retain business or secure a business advantage for such person or organization, Kitov or Dexcel. b) Request or accept, directly or indirectly, money or anything else of value if it is intended, or could be seen as an attempt, to compromise Dexcel's independence or judgment, or to improperly influence a business decision of Kitov or Dexcel. 8.2.5 Dexcel warrants and represents that it has established and maintains a compliance program and reasonable internal controls and procedures appropriate to ensure that Human Trafficking is not taking place in any part of its supply chain and in any part of its own business. 8.2.6 Dexcel warrants that its facilities for manufacturing the Product are cGMP-approved and that it will manufacture the Product in accordance with this Agreement, cGMPs, the Marketing Authorization and the Specifications. 8.3 Any breach of warranty, representation or covenant hereunder shall constitute a breach of contract.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DEXCEL MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, REGARDING THE PRODUCTS OR ANY OTHER MATTER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY. 8.5 Indemnification 8.5.1 Dexcel agrees to defend, indemnify and hold Kitov and its Affiliates, and their respective officers, directors, and employees (collectively, the Kitov Indemnitees) harmless from and against any Claims arising from (i) any product liability claims related solely to Dexcel's actions as the manufacture of the Product, or (ii) any breach by Dexcel or its Affiliates of its representations, warranties, covenants, agreements or obligations under this Agreement, in all cases except to the extent such damages give rise to an indemnification claim by Dexcel under Section ​8.5.2 below. 8.5.2 Kitov agrees to defend, indemnify and hold Dexcel and its Affiliates, and their respective shareholders, officers, directors, and employees (collectively, the Dexcel Indemnitees) harmless from and against any Claims arising from (i) the handling, possession, use, marketing, distribution, promotion or sale of any Product by Kitov or its Affiliates or any of their Distributors, employees or subcontractors or agents following Delivery of the Product to Kitov, (ii) any breach by Kitov or its Affiliates of its representations, warranties, covenants, agreements or obligations under this Agreement, (iii) any intellectual property infringement claims with respect to the Product or the Trademark; or (iv) any product liability claims, whether arising out of warranty, negligence, strict liability (including manufacturing, design, warning or instruction claims) or any other product or quality based claims in relation to the Product, in all cases except to the extent such damages give rise to an indemnification claim by Kitov under Section ​​8.5.1 above. 8.5.3 Unless and to the extent otherwise specifically provided herein, in the event that the Dexcel Indemnitees or the Kitov Indemnitees intend to claim indemnification under this Section ​8.5 with respect to any third party claim or action (such one of the Dexcel Indemnitees or the Kitov Indemnitees being herein referred to as the Indemnitee) shall promptly notify the other Party (the Indemnitor) of any loss, claim, damage, or liability arising out of any third party claim or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel of its own choosing. Additionally, an Indemnitee shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the Indemnitor, however only in the event the representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to an actual conflict of interest between such Indemnitee and any other Party represented by the Indemnitor's counsel in such proceedings. a) An Indemnitee shall not be entitled to indemnification under this Section ​8.5 if any settlement or compromise of a third party claim is concluded by the Indemnitee without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. b) An Indemnitor shall not enter into any settlement or compromise of any third party claim or consent to the entry of any judgment or other order with respect to any claim: (i) which does not contain, as a part thereof, an unconditional release of the Indemnitee for liability for all loss, cost or damage that may arise from such claim; or (ii) which contains any injunctive or other non-monetary relief that might in any way interfere with the future conduct of business by the Indemnitee, unless, in either case, the Indemnitee otherwise consents thereto in writing.

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c) Any Indemnitee, and its employees, agents and representatives, shall cooperate fully with the Indemnitor and its legal representatives, at the Indemnitor's sole expense for out-of-pocket costs, in the investigation of any action, claim or liability covered by this indemnification provision. 8.6 Each Party shall maintain (a) comprehensive general liability insurance (including without limitation, coverage for bodily injury, personal injury, property damage, casualty loss and contractual and trademark liability); and (b) product liability insurance, providing full indemnification and defense against claims, liabilities, damages, demands and causes of action, alleged or actual, arising out of any defects in or use of the Product under this Agreement (including manufacturing, design, warning, or instruction claims), in such amounts as it customarily maintains for similar products and activities, but in no event less than $5,000,000 per individual claim and $10,000,000 in the aggregate. At the time of entering this Agreement, each Party shall be fully insured and shall duly maintain such insurance during the term of this Agreement and thereafter for so long as it customarily maintains insurance for itself for similar products and activities. Each Party shall provide the other Party with proof of such insurance upon request. Each Party shall cause such insurance policies to provide that the other Party shall be given at least thirty (30) days' notice of any cancellation, termination or change in such insurance. 8.7 Without prejudice to any other limitation (whether effective or not) of either Party's liability, neither Party shall be liable to the other Party (whether in contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of profits, use, opportunity, goodwill, business or anticipated savings, for any indirect, incidental, special, indirect, punitive or consequential losses (in each case, irrespective of any negligence or other act, default or omission of a Party (or its employees or agents) and regardless of whether such loss or claim was foreseeable or not and whether the other Party has been informed of the possibility of such loss). Nothing in this Section ​8.7 shall operate to limit or exclude any liability under Section ​8.5 with respect to a Claim, or for fraud, or for breach by a Party of the provisions of Article ​7. 9 Intellectual Property Rights 9.1 It is agreed that the Parties shall keep each other informed, on a complete and timely basis, about any claim, demand, award, or damages, whether direct or consequential, that is asserted or assessed based upon any allegation, suit or judgment that the Kitov Product IP infringes any patent or other intellectual property right of a third party (an IP Claim) and about any action resulting therefrom. The Parties shall exchange, free of charge, any documentation received from the third party filing the IP Claim, and shall also send each other copies of the documents issued by any of them, regarding such IP Claim. 9.2 In the event that any third party files, in or out of court, any IP Claim against Kitov or Dexcel, alleging infringement of intellectual property rights as a consequence of or derived from the performance of any of the operations contemplated in this Agreement, Kitov shall, in its reasonable judgment, decide the defense strategy, the means of proof, the choice of counsel, and the appeals. Neither Party shall settle and/or negotiate, or start conversations to seek a settlement or a negotiation, either in or out of court, any IP Claim without having obtained the prior written approval of the other Party. Both Parties shall collaborate on the necessary exchange of documentation and information available in order to be able for each Party to take action with respect to an IP Claim.

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Source: KITOV PHARMA LTD., 20-F, 3/26/2019





9.3 All of the Kitov Product IP, including the Marketing Authorizations (but excluding any of Dexcel's Intellectual Property Rights), shall be retained by Kitov at all times, and Dexcel shall have no rights with respect to the Kitov Product IP, except for any rights provided to it pursuant to the terms of this Agreement and the Development Agreement. 10 Governing Law; Venue 10.1 This Agreement shall be interpreted and enforced exclusively under the laws of the State of Israel, without regard to the conflict of laws provisions thereof. 10.2 The Parties submit to the exclusive jurisdiction of the competent courts of Tel-Aviv in any dispute related to this Agreement without giving effect to choice of law rules. Notwithstanding the aforesaid, the Parties shall endeavour in good faith to settle amicably any dispute which may arise between them under or in connection to this Agreement. 11 Miscellaneous 11.1 The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Notwithstanding the aforesaid, either Party shall be entitled to assign, delegate, and/or subcontract its rights and obligation under this Agreement, in whole or in part, to one or more of its Affiliates on prior written notice to the other Party. For purposes of this Agreement, any merger, consolidation, or change of corporate structure following which there is a Change of Control of Kitov shall be considered as an assignment by Kitov, allowing Dexcel to terminate the Agreement as heretofore provided. 11.2 This Agreement (including all attachments hereto and the Quality Agreement), sets forth the entire agreement between the Parties relating to the subject matter contained herein and may not be modified, amended or discharged except as expressly stated in this Agreement or by a written agreement signed by the Parties hereto, except that this Agreement shall not supersede or serve to amend (i) any separate confidentiality or non-disclosure agreement that may have been entered into by the Parties, or (ii) the Development Agreement, each of which shall remain in effect in accordance with its terms. 11.3 The provisions of this Agreement shall be deemed separate. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable shall substantially impair the value of the whole Agreement to either Party. 11.4 Unless otherwise stated in this Agreement, any and all communications required as provided for in this Agreement shall be in writing to the addresses noted above and shall be sent by (i) Certified or Registered Mail, postage prepaid, return receipt requested, (ii) confirmed email or facsimile followed by a letter of confirmation sent by any of the methods stated in (i) and/or (iii) of this clause, or (iii) by an express overnight courier service (for example, Federal Express or Airborne), postage prepaid, return receipt requested and addressed as set forth above. Notices shall be deemed given three (3) days following mailing by Certified or Registered Mail, and one (1) day following overnight courier. Either Party may give written notice of a change of address. After such notice has been received, any notice thereafter shall be given to such Party as above provided at such changed address.

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11.5 The headings used in this Agreement are for the convenience of the Parties only, and shall not be considered in interpreting or applying the provisions of this Agreement. 11.6 Nothing in this Agreement shall be deemed or construed to constitute between the Parties the relationship of principal and agent, or employer and employee, nor to create any partnership, joint venture or other form of legal association of any nature whatsoever. Neither Party is hereby constituted a legal representative of the other Party for any purpose whatsoever and neither is granted any right or authority hereunder to assume or create, whether in writing or otherwise, any obligation or responsibility, express or implied, or to make any representation, warranty or guarantee, or otherwise to act in any manner in the name of the other Party. 11.7 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be one and the same agreement. Signatures to this Agreement transmitted by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. IN WITNESS WHEREOF, the Parties have caused their authorized officials to execute this Agreement as of the date first set forth above. Dexcel Ltd. Kitov Pharma Ltd. By: By: Name: Name: Title: Title: Date: Date: By: Name: Title: Date:

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Exhibit A 8.1. Any Intellectual Property Rights or Confidential Information belonging to either Kitov or Dexcel prior to the execution of this Agreement will remain the sole property of either Kitov or Dexcel, respectively (Kitov Foreground IP and Dexcel Foreground IP, respectively). 8.2. Kitov hereby grants to Dexcel a fully paid, limited, non exclusive, license to use Kitov Data in as much as required for the provision of the Services by Dexcel. 8.3. Subject to the provisions of sections 8.1 and 8.2 above and without derogating therefrom, any and all rights, title and interest in any Intellectual Property Rights resulting from any development made by Dexcel which is related to the Product and embodied in the Deliverables or conceived in connection with the services provided hereunder by Dexcel to Kitov, which is only applicable for the manufacture, research, development, making of, use, sale, production, commercialisation and distribution of the Product, shall be jointly and equally (50%/50%) owned by Dexcel and Kitov (the Joint. IP). 19

Source: KITOV PHARMA LTD., 20-F, 3/26/2019
[A]: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


[Q]: Contract No.: DDCX S DG KC 201812130044 Exhibit 10.5 Collaboration Agreement This Collaboration Agreement (hereinafter referred to as this Agreement) is made and entered into by and between the following parties in Haidian District, Beijing. This Agreement may be executed in paper form offline or in electronic form through the Didi Chuxing Online Contracting Platform (website: https://Agreement.didichuxing.com/, hereinafter referred to as the Contracting Platform). The Agreement executed offline in paper form shall become effective upon the completion of the execution by both Parties (hereinafter referred to as the Effective Date); and the Agreement executed online in electronic form shall become effective upon the completion of the execution on the Contracting Platform by both Parties (hereinafter referred to as the Effective Date) recorded by the third-party Online Document Depository. Party A: Didi Chuxing Technology Co., Ltd. Legal Representative: Ting Chen Party B: Hunan Ruixi Financial Leasing Co., Ltd Legal Representative: Xianglong Li Party A and Party B shall be individually referred to as a Party and collectively as the Parties. Whereas 1. As a company providing third-party e-commerce platform services, and desires to assist the Driver User (hereinafter referred to as the Driver User) registered on the platform to lease vehicles from Party B with the most favorable treatment in the market, so as to reduce the cost of using vehicles for the Driver User; 2. Party B is an automobile leasing company, with the qualification, resources and ability to carry out the automobile financial leasing business, and it acknowledges and undertakes to implement the platform rules formulated by Party A; 3. Both Parties hope to clarify the cooperation contents, rights and obligations of each Party And other matters through this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 1. Definitions Unless otherwise stated, the following terms used in this Agreement shall have the following meanings: 1.1 Platform refers to the third-party e-commerce platform operated by Party A: Xiaoju Online Ride-Hailing Marketplace.





Contract No.: DDCX S DG KC 201812130044 1.2 Platform Rules refers to normative documents related to the platform noticed to Party B by Party A by E-mail or other means as well as the various normative documents published on the platform such as the Regulations on Vehicle Rental Service Business of Xiaoju Online Ride-hailing Marketplace and Code of Conduct and Risk Notification of Vehicle Service Company. 1.3 Didi refers to Party A, Party A's Affiliates and their respective software and platforms operated by them. 1.4 Ride-hailing Vehicles refers to the online car-hailing vehicles. 1.5 Ride-hailing Service refers to the online non-peripatetic car hailing service provided by certain entities through the service platforms based on Internet technology using qualified vehicles and Driver Users, which integrates supply and demand information. 1.6 Affiliates refers to companies that have an affiliated relationship with each other, including, but not limited to, the companies, firms, corporations or other organizations of such nature established, participated in the establishment, operated, controlled by shareholders, legal representative, actual controllers or directors, supervisors, etc. and their immediate family members, collateral relatives within three generations, close relatives, etc. 1.7 Senior Management refers to the officers defined in the Company Law of the People's Republic of China and the chief executive officer, chief financial officer, supervisors, etc. in a company. 1.8 Laws refers to laws, administrative regulations, local laws and regulations, autonomous regulations and separate regulations promulgated by the competent authorities, rules and regulations of the Ministries and Commissions of the State Council and local governments, judicial interpretations, normative documents, etc. in China. 1.9 Period of Cooperation refers to the term of validity of this Agreement. 1.10 Confidential Information refers to any oral or written materials and information exchanged between the Parties in respect of this Agreement, including, but not limited to, the following: 1.10.1 The content of this Agreement and its supplemental agreement(s); 1.10.2 The business (including, but not limited to, business decisions, management methods, operating strategies, incentive strategies, promotional information), operating, financial, technical, product, service information of any party obtained or received by the other party during the performance of this Agreement or during the term of this Agreement; 1.10.3 The other party's user profiles, information, etc.; 1.10.4 The processes and results of settlement of any dispute arising from this Agreement 1.11 Intellectual Property Rights refers to: (a) patents and patent applications; (b) trademarks, service marks, trade names, trade dress and domain names, and goodwill exclusively attached thereto; (c) copyrights, including the copyrights of computer software and the copyrights of the database; (d) secrets and proprietary information, including trade secrets and technical secrets; and (e) any rights similar to subparagraphs (a)-(d) provided in any law, whether or not any one of the foregoing has been applied for registration or registered. 1.12 Personal Injury Compensation refers to the compensation provided in the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Cases on Personal Injury Compensation.





Contract No.: DDCX S DG KC 201812130044 1.13 Xiaoju online Ride-Hailing Marketplace SaaS System refers to the operation and management service system for Party B's vehicles developed by Xiaoju online Ride-Hailing Marketplace. When Party B signs the Vehicle Operation Management Service Agreement, it shall be deemed to be connected to the SaaS system of Xiaoju online Ride-Hailing Marketplace. Party B is free to choose the following two types of services: One is the regular free service of Xiaoju online Ride-Hailing Marketplace. One is the regular value-added charging service of Xiaoju online Ride-Hailing Marketplace. 2. The Cooperation During the term of cooperation, Party B shall, through the Platform provided by Part A, present to the Driver User the vehicle for rent and financing and leasing solutions in line with this agreement between Party A and Party B and the Platform Rules. Party B shall provide the Driver User with long-term and stable rental sources and the most favorable financial leasing scheme, complete the vehicle leasing transactions with the Driver User through the Platform, and provide the Driver User with high-quality financial leasing services. 3. Rights and Obligations 3.1 Party A's rights and obligations: 3.1.1 Party A shall maintain and operate the Platform in accordance with the available technology, so that the Platform can operate normally, and Party B can use the Platform normally and conduct vehicle financial leasing transactions with the Driver User smoothly. 3.1.2 Party A shall reply to problems encountered by Party B during the registration in and use of the Platform in a timely manner. 3.1.3 Party A is entitled to inspect any information and materials submitted by Party B and the information generated by the use of the Platform from time to time. In case any problem or question is discovered in the aforesaid information or materials, Party A is entitled to take the following measures: 3.1.3.1 To request Party B to submit more information or documentary evidence; 3.1.3.2 To request Party B to correct such problem; 3.1.3.3 Removing commodities from the shelves and temporarily shutting down some functions of the Platform account and other measures considered necessary by Party A. 3.1.4 Party A is entitled to inspect the information released by Party B on the Platform. If the information released by Party B contains the following information, Party A may, without informing Party B, take restrictive measures such as deleting the information or removing the commodities from the shelves: 3.1.4.1 Information unrelated to or not intended for a vehicle leasing transaction;





Contract No.: DDCX S DG KC 201812130044 3.1.4.2 False information that is misleading or exaggerating the facts or inconsistent with the facts; 3.1.4.3 Information of malicious competition or other information that may disrupt the normal transaction order of the Platform; 3.1.4.4 Information that violates the Laws or the public interests or may harm the legitimate interests of the Platform and/or other third parties. 3.1.5 During the cooperation, Party A shall have the right to inquire relevant information of Party B through various channels and investigate Party B's background. If the investigation results show that Party B has major business risks and other conditions, Party A shall have the right to unilaterally terminate the cooperation if the assessment suggests that Party A's reputation is sufficiently affected therefrom. 3.2 Party B's rights and obligations: 3.2.1 Party B shall be entitled to use the Platform to publish commodities and its own information subject to the compliance with this Agreement and the Platform Rules and prior approval by Party A. 3.2.2 Party B shall guarantee the authenticity, legality, completeness, accuracy and validity of any materials and information provided by it to Party A, and guarantee that such materials and information are in compliance with this Agreement and the Platform Rules during the Period of Cooperation; and shall guarantee the validity and security of the email address, telephone number, address, postal code, etc., provided by it to Party A, and the successful contact by Party A or the Driver Users with Party B through the aforementioned contact information. In case such materials or information or contact information is changed or invalid, Party B shall notify Party A of the changed information or the invalidity at least 3 working days in advance. 3.2.3 Party B guarantees that the vehicles released and leased on the Platform shall meet the following conditions simultaneously: 3.2.3.1 Obey the requirements of this agreement, Platform Rules, Laws; can drive on the road, and can be used to engage in online Ride-hailing operation in the place where the leased vehicle is used; 3.2.3.2 The vehicles are passenger cars that meet the Safety Specifications for Power-driven Vehicles Operating on Roads (GB 7258-2012) and have less than 7 seats, including the driver's seat; 3.2.3.3 No decorations, devices or equipment (except those required by law) have been installed, and there are no other modifications or additions that may affect the safe operation of the vehicle or endanger the personal and property safety of the vehicle drivers and passengers; 3.2.3.4 The engine has not been replaced or adjusted in a way different from that of the factory, or the performance has been substantially modified or installed (except those permitted by local laws and passed the safety inspection of the traffic administrative department of the public security organ).





Contract No.: DDCX S DG KC 201812130044 3.2.3.5 There is no any right defect or ownership dispute. Party B is entitled to lease the vehicle to others in the form of financial leasing for the operation of online Ride-hailing or other purposes. 3.2.4 Party B shall be obliged to verify the actual use of the leased vehicles, assist and ensure that the Driver User purchases corresponding insurance according to the actual use of the leased vehicles; if the leased vehicle is used for online Ride- hailing operation, in case that the provisions of the local Laws on online Ride-hailing insurance are changed within the term of cooperation or the provisions of the local Laws on online Ride-hailing are officially implemented within the term of cooperation, Party B shall inform the Driver User within 3 working days after the change of local Laws and regulations on Ride-hailing or the effective implementation thereof, assist the Driver User and ensure that the insurance of the leased vehicle shall be changed in accordance with the provisions of local Laws on ride-hailing to make the insurance of the leased vehicle comply with the provisions of relevant Laws and regulations on Ride-hailing at that time. 3.2.5 If the vehicle released by Party B on the Platform does not comply with the Platform Rules or legal provisions irregularly updated, Party B shall notify the Platform within 1 working day after the new Platform Rules or new Laws come into force and remove the vehicle by itself. 3.2.6 When the vehicle leased by Party B is used by the Driver User to provide online Ride-hailing Services on Didi platform, Party B shall try its best to cooperate with Party A to conduct investigation and collect evidence and assist Party A to deal with relevant matters in case of passenger complaints, traffic accidents or complaints received by Party A or reports of Party B's behaviors in violation of this Agreement or platform rules. 3.2.7 Party B shall ensure a long-term and stable supply of vehicles and give priority to meeting the rental needs of the Driver User. 3.2.8 Party B shall complete automobile lease transactions with Driver Users through the Platform, and enter into agreements with Driver Users by using the Financial Leasing Agreement template provided by Party A. 3.2.9 Party B shall truthfully provide Party A with one original copy of the Financial Leasing Agreement signed by and between Party B and the Driver User, together with its annexes of Vehicle Handover List and Financial Leasing Confirmation Letter, etc., and shall upload the scanned copy to the Platform within 1 working day after the signing of the Agreement. 3.2.10 Party B shall fulfill its rights and obligations to the Driver User who has signed the Agreement with Party B by means of strictly following the template of Financial Leasing Agreement and its annex provided by Party A. 3.2.11 Party B is entitled to collect a deposit from the Driver User for the leased vehicle. The amount of the deposit shall be the same as or lower than the amount of the deposit announced by Party B on the Platform, and the collected deposit shall be less than RMB20,000 (RMB TWENTY THOUSAND ).





Contract No.: DDCX S DG KC 201812130044 3.2.12 Party B shall ensure that the Driver User's down payment, monthly rent, last payment, deposit (fee items shall not exceed the aforementioned items) are collected only in accordance with the Financial Leasing Agreement, and the overall internal rate of return (IRR) of the financial leasing scheme shall be kept within 25%. 3.2.13 In the cases that Party B guarantees to sign the Financial Leasing Agreement with Party A's users, Party B will agree on the provisions of terminating the Financial Leasing Agreement unilaterally by the Driver User in advance with the Driver User according to the conditions or better conditions specified in Annex 2 Terms and Conditions for the Driver User to Terminate Financial Leasing Agreement in Advance, and the relevant provisions shall at least comply with the following agreements: 3.2.13.1 Party B shall clarify the logic and method for calculating the liquidated damages due to the unilateral termination of the Financial Leasing Agreement by the Driver User; 3.2.13.2 After signing the agreement with Party B, the Driver User is entitled to terminate the Financial Leasing Agreement 7 days in advance in the last week (7 natural days) of every three months. 3.2.13.3 In case that the Driver User unilaterally terminates the Financial Leasing Agreement in advance, he/she does not need to pay the remaining rent and the last payment; 3.2.13.4 In case that the Driver User unilaterally terminates the Financial Leasing Agreement in advance, Party B shall collect the liquidated damages from the Driver User within 30% of the down payment + total monthly rent + last payment stipulated in the Financial Leasing Agreement; If major maintenance (maintenance fee is RMB3,000 or above) of the leased vehicle occurs during the lease period, Party B may charge the depreciation expense of the Driver User's rental of the vehicle in addition to the liquidated damages mentioned above, and the depreciation expense for each time shall be less than 20% of the current maintenance fee. (Depreciation expense can only be charged in that the Driver User unilaterally terminates the Agreement in advance without paying the full amount to buy the vehicle.) 3.2.13.5 Party B shall refund all the monthly rental paid by the Driver User in accordance with the Financial Leasing Agreement and all the other expenses excluding that paid to the third party (e.g. vehicle purchase tax, insurance premium, etc.). 3.2.13.6 Party B shall explain the conditions for the termination of the Agreement to the Driver User, fully communicate to reach consensus, and obtain the signature confirmation from the Driver User. 3.2.13.7 In case that Party B has different conditions for termination of agreement for different types of vehicles, they shall all conform to the provisions of this agreement, and the written consent of Party A shall be obtained in advance before they can be applied to the Financial Leasing Agreement signed with the Driver User.





Contract No.: DDCX S DG KC 201812130044 3.2.14 Where a traffic accident or other safety accident occurs in a leased vehicle, Party B shall actively deal with relevant matters and settle insurance claims. If the Driver User has paid the maintenance fee and personal injury compensation for the leased vehicle caused by traffic accident or other safety accident, Party B shall pay full insurance premium after deducting the expenses that the Driver User shall pay to Party B (if any) to the Driver User within 1 working day after receiving the insurance compensation. 3.2.15 In case that the vehicle leased by Party B to the Driver User is used for the online Ride-Hailing Service, where a traffic accident or other safety accident occurs when a leased vehicle provides an online Ride-Hailing Service, if passengers or other subjects in traffic accidents or safety accidents (subjects other than the Driver User who rent vehicles and passengers) require the Driver User to Compensate For Their Personal Injury, or if the Driver User fails to pay or is unable to pay while the carriage Agreement losses, or if the passenger requests the Driver User or other subjects to bear the carriage liability of the online Ride-hailing Service, Party B shall deal with these situations timely, assume the carrier responsibility of leasing the vehicle which provides online Ride-Hailing Service and pay the compensation in time; If it is the Driver User's responsibility, Party B may recover it from the Driver User. 3.2.16 In case that the Driver User fails to pay the monthly rent in full and on time as stipulated in the Financial Leasing Agreement, Party B shall deal with it according to the following procedures: a notification shall be sent to the Driver User to require the Driver User to pay the monthly rent within a reasonable time firstly. If the Driver User refuses to correct and delays the payment of the monthly rent for more than 30 days, Party B can take reasonable measures to recover the vehicle or terminate or waive the Financial Leasing Agreement. 3.2.17 Party B guarantees that the Driver User will enjoy the most favorable treatment in accordance with the terms and conditions stipulated in This Agreement during the Period of Cooperation. In case that the price and other substantive terms offered by Party B to such entity are more favorable than those enjoyed by the Driver User in any commercial cooperative relationship signed or formed between Party B and any entity, the Driver User and Party B shall amend the provisions in the Financial Leasing Agreement signed by both parties to enable the Driver User to enjoy the same or more favorable provisions as those enjoyed by such other entities, such modifications shall include but not limit to the modifications of the monthly rent terms. 3.2.18 Party B shall guarantee that after this agreement comes into force, Party B shall sign the Vehicle Operation Management Service Agreement on the related platform of Party A (i.e. Xiaoju online Ride-Hailing Marketplace) and uniformly access to the SaaS system of Xiaoju online Ride-Hailing Marketplace, otherwise, Party A is entitled to unilaterally terminate this agreement. 4. Deposit 4.1 Party B confirms that the deposit paid in accordance with this Agreement is a deposit for the successful cooperation between Party B and Party A on the vehicle operational leasing business and the vehicle financing leasing business to guarantee that Party B will fulfill its obligations under this Agreement and the Cooperation Agreement signed by and between Party A and Party B regarding the vehicle operational leasing business and the Platform Rules and Party B agrees that Party A may deduct reasonable liquidated damages, overdue fines, compensations, etc. from the deposit when Party B breaches this Agreement, or the above mentioned Cooperation Agreement or the Platform Rules. In case that Party A deducts any amount from the deposit, it shall issue a corresponding receipt to Party B.





Contract No.: DDCX S DG KC 201812130044 4.2 During the period of cooperation, Party B shall pay the deposit in accordance with the following rules: For each payment of RMB 100,000, Party B can list up to 100 vehicles on Party A's platform (for example, if Party B wishes to list 275 vehicles, it shall pay RMB 300,000. A deposit of RMB300,000 permits Party B to list up to 300 (included) vehicles on Party A's platform. 4.3 Party B shall first pay a deposit of RMB100,000 to Party A within 5 working days after the signing of this Agreement. For list more products, Party B shall apply to Party A 3 working days in advance and after obtaining the consent of Party A, pay the deposit in full within 5 working days from the date of receipt of the deposit notice from Party A. 4.4 If Party B shall pay liquidated damages for breach of this Agreement or violation of the platform rules, Party A is entitled to request Party B to pay the liquidated damages. If Party B refuses or fails to pay, Party A is entitled to deduct the corresponding amount from the deposit. In this case, Party B shall pay additional deposit equivalent to the liquidated damages when it pays the liquidated damages. For example, if Party B shall pay liquidated damages as much as RMB N, it shall pay additional RMB N to increase the deposit paid in accordance with Article 4.2 after it pays the liquidated damages or Party A deducts the liquidated damages from the deposit. 4.5 If Party B shall increase the deposit in accordance with this Agreement, it shall pay the additional deposit in full within 5 working days from the date of receipt of Party A's deposit payment notice. If Party B's deposit is deducted in whole or in part due to Party B's breach of this Agreement or other reasons, Party B shall replenish the deposit within 5 working days from the deduction date of the deposit as well as pay the additional deposit in full in accordance with Article 4.4. 4.6 If Party B fails to pay, increase or replenish the deposit in accordance with this Agreement, Party A shall have the right to charge a penalty as much as 1‰ of the unpaid amount for each day. If Party B fails to pay, increase or replenish the deposit in full within 15 days after the expiration of the payment period specified in this Agreement, Party A shall have the right to terminate this Agreement unilaterally. 4.7 After Party B terminates or rescinds this Agreement, if there is no effective Vehicle Lease Agreement between Party B and a Driver User (if the operational leasing business is conducted) and there is no dispute on the vehicle lease between Party B and a Driver User, Party A shall refund the remaining deposit to Party B on a interest-free basis within 30 days after receipt of the deposit receipt returned by Party B; if there is any effective Vehicle Lease Agreement between Party B and a Driver User or if there is any disputes on the vehicle lease between Party B and a Driver User, Party A shall refund the remaining deposit to Party B on a interest-free basis within 30 days after receipt of the deposit receipt returned by Party B after the driver confirms the Vehicle Lease Agreement has been fulfilled or the dispute has been resolved.





Contract No.: DDCX S DG KC 201812130044 5. Taxes The taxes incurred by the Parties hereto due to the performance of this Agreement shall be borne by the Parties respectively. 6. Intellectual Property Rights Party A has exclusive rights and interests in all rights, ownership, titles, interests and intellectual property rights arising from or created by the performance of this Agreement. 7. Confidentiality 7.1 Each party shall maintain the confidentiality of all confidential information and shall not disclose any confidential information to any third party without the prior written consent of the other party, except for the information which (a) is or will be known by public (not caused by the disclosure to the public by the receiving party); (b) is required to be disclosed by the applicable law or any securities exchange rules or regulations; (c) is necessary to be disclosed to the counsels or financial consultants by either party in respect of the transaction under this Agreement, and such counsels or financial consultants are bound by similar confidentiality obligations hereunder. Disclosure of any confidential information by an employee or agency employed by either party shall be deemed to be a disclosure of such confidential information by that party, and the party shall be liable for breach of this Agreement. This provision shall survive any change or the termination of this Agreement for any reason. 7.2 Without the written consent of Party A, Party B shall not disclose the relevant information of Party A or Party A's Driver Users obtained by Party B due to this Agreement or the cooperation hereunder to any third parties (including but not limited to disclosing the cooperation content to any media, website, WeChat Official Account and other promotional channels or making false propaganda and report), or Party A is entitled to unilaterally cancel the cooperation and pursue Party B's liability for breach of the Agreement according to the actual loss. 8. Representations and Warranties 8.1 Party A represents and warrants as follows: 8.1.1 Party A is a company duly incorporated and validly existing under the Laws of China; 8.1.2 The execution and performance of this Agreement by Party A is within the scope of its corporate capacity and its business scope approved by and registered with competent authorities; Party A has taken necessary corporate actions and has been duly authorized and has obtained the consent and approval from third parties and governmental agencies, and will not be in violation of any Laws or other restrictions binding upon Party A. 8.1.3 This Agreement constitutes the legal, valid and binding obligations of Party A and may be enforced in accordance with its terms.





Contract No.: DDCX S DG KC 201812130044 8.2 Party B represents and warrants as follows: 8.2.1 Party B is a company duly incorporated and validly existing under the Laws of China; 8.2.2 The registered capital of Party B is more than RMB5 million (FIVE MILLION) 8.2.3 Party B is in good standing and has not been included in the Lists of Enterprises with Abnormal Operations and the List of Enterprises with Serious Illegal and Dishonest Acts; 8.2.4 Party B's signing and performance of this Agreement is within the permissive scope registered by virtue of its legal personality (the administrative license for or filing of the business scope has been obtained or completed if required); Party B has taken necessary corporate actions and has been duly authorized and has obtained the consent and approval from third parties and governmental agencies, and will not be in violation of any laws or other restrictions binding upon Party B. 8.2.5 This Agreement constitutes the legal, valid and binding obligations of Party B and may be enforced in accordance with its terms. 9. Termination 9.1 In the following cases, either party may terminate this Agreement immediately by written notice to the other party, and this Agreement shall terminate as of the date on which such party gives such written notice of termination: 9.1.1 The other party ceases to carry on business or goes into liquidation (other than voluntary liquidation for the purpose of reorganization or combination of bona fide bankruptcy with prior written consent of such party) or dissolution; 9.1.2 The other party is unable to pay its debts as they become due, or has a receiver, administrative receiver or administrator (or any similar person provided by the Laws of the place where the company is located or incorporated) appointed for bankruptcy of all or any part of its property, or will go into any bankruptcy; 9.1.3 Unless otherwise agreed, the other party is in violation of any provision of this Agreement and fails to remedy such violation within 30 days from the receipt of notice of such violation from such party (if capable of remedy); 9.1.4 The other Party Breaches the Agreement, and such party may terminate this Agreement in accordance with this Agreement or the Platform Rules. 9.2 In the event of any changes in industry policies, industry restrictions, business strategy adjustments and/or business adjustments, the Parties shall notify the other Party At least 30 days in advance to terminate this Agreement. This Agreement shall terminate as of the date of termination specified in the notice of termination. If this Agreement terminates pursuant to this Article, in addition to the payment of the amount incurred and confirmed under this Agreement to the other Party, the Parties shall not be liable for the termination of this Agreement, including, but not limited to, payment of late fees, liquidated damages, compensation. 9.3 In the case of a written notice 15 days in advance from either party to the other Party And a payment of the liquidated damages of RMB10,000 (RMB TEN THOUSAND), this Agreement shall terminate as of the date of termination stated in the notice of termination.





Contract No.: DDCX S DG KC 201812130044 9.4 Upon the termination of this Agreement, Party A is not obliged to retain any information on the Platform or provide such information to Party B; but Party A is entitled to retain Party B's registration data and Party B's data in connection with the driver services during the Period of Cooperation. Upon the termination of the Agreement, in the event of any violation by Party B of this Agreement or the Platform Rules during the Period of Cooperation is discovered, Party A is still entitled to exercise its rights under this Agreement to prosecute Party B for such violation 9.5 After the termination of this Agreement, Party B shall strictly perform the Financial Leasing Agreement signed with the Driver User until the lease expires. 9.6 Upon the termination of this Agreement, Party B shall remove and delete any information or signs related to Didi contained in the materials in the building, equipment, furnishings inside and outside Party B's premises and materials published by Party B in any form. 10. Liability for Breach 10.1 The following acts belong to Class I breaches of the Agreement. If Party B has any of the following acts, Party B shall immediately correct the breach and Party A is entitled to send to Party B a Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-Hailing Marketplace 10.1.1 Party B fails to cooperate with Didi's staff, for example: 10.1.1.1 Party B is in violation of Article 3.1.3.1, and fails to provide more information or documentary evidence as required by Party A; 10.1.1.2 Party B is in violation of Article 3.2.6, and fails to cooperate with Party A in the investigation and evidence collection or to assist Party A in handling related matters; 11.1.1.3 Party B fails to affix its seal on the reply letter of the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace or fails to provide Party A with such original sealed letter; 11.1.1.4 Other noncooperation with Didi's staff by Party B. 10.1.2 Being complained due to the service for more than 3 times by different Driver Users within 1 natural month, including but not limited to the noncompliance of the requirements for the time limits for telephone invitations and offline interviews (Party B shall make an invitation by phone within 1 day after a Driver User places an order and conduct an offline interview with the driver within 7 days), bad service attitude, etc. 10.1.3 Party B is in violation of Article 3.2.2, and fails to notify Party A of any change or invalidity of any material, information, contact information provided to Party A at least 3 working days prior to such change or invalidity; 10.1.4 Party B is in violation of Article 3.2.9, and fails to upload the scanned copy of the Consulting Service Agreement to the Platform within 1 working day from the execution of such Agreement with any Driver User;





Contract No.: DDCX S DG KC 201812130044 10.1.5 Party B disseminates any information not published through Didi's official channels, or disseminates rumors relating to Didi; 10.1.6 Party B conducts other Class A breaches specified in the Platform Rules. 10.2 The following acts constitute Class B breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of an amount from RMB1,000 (RMB ONE THOUSAND) to RMB 5,000 (RMB FIVE THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B. 10.2.1 In the event of any Class A breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or the Agreement is still breached upon the completion of the remedy; 10.2.2 In the event of three Class A breaches in 12 consecutive calendar months, the third Class A breach shall be regarded as a Class B breach; 10.2.3 The breach provided in Article 10.1.3 occurs twice in 12 consecutive natural months; 10.2.4 Violating Article 3.2.7 for being complained due to no stock of vehicles for more than 3 times by different Driver Users within 1 natural month; 10.2.5 Listing or leasing on the platform a vehicle that does not meet the requirements of this Agreement or the requirements of the Platform Rules. For example: 10.2.5.1 Any vehicle listed and leased on the Platform failing to comply with Article 3.2.3; 10.2.5.2 Any vehicle listed and leased on the Platform failing to meet the other requirements of the Platform Rules; 10.2.6 Party B failing to remove any vehicle from the Platform within 1 working day after a recall decision is issued for breach of Article 3.2.5 or in case that any vehicle is recalled after being listed on the Platform; 10.2.7 Violating Article 3.1.4 for releasing information which is not related to the vehicle lease business or releasing malicious competition and other information which may disrupt the normal trading order of the Platform, or releasing any information in violation of the Law or against the public interest or any information which may damage the legitimate interests of the three parties; 10.2.8 Concealing significant vehicle information (eg, whether a major repair has occurred), or the vehicle information published on the Platform (eg, service life) and the financial leasing programs (including but not limited to the down payment, monthly rent, balance payment, value-added services, etc.) being inconsistent with the actual vehicles delivered by the drivers or the Financial Leasing Agreement; 10.2.9 Being complained due to any failures of Class A vehicles (including but not limited to oil leakage, safety system failure, power system failure, etc.) listed on the Platform for more than 5 times from different Driver Users;





Contract No.: DDCX S DG KC 201812130044 10.2.10 The monthly efficiency indicators failing to meet the standards or the assessment results of the experience indicators failing to meet the standards (failing to reach 60 points (excluded)) in three consecutive indicator assessments; 10.2.11 Violating Article 3.2.11 for charging a Driver User a deposit of more than RMB20,000 (twenty thousand); 10.2.12 Violating Article 3.2.17 due to not providing the most preferential treatment to a Driver User; 10.2.13 Being in any Class II violations as specified in the Platform Rules. 10.3 The following acts constitute Class C breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of an amount from RMB5,000 (RMB FIVE THOUSAND) to RMB50,000 (RMB FIFTY THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B. 10.3.1 In the event of any Class B breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or the Agreement is still breached upon the completion of such remedy; 10.3.2 In the event of three Class B breaches in 12 consecutive calendar months, the third Class B breach shall be regarded as a Class C breach; 10.3.3 Inducing Platform users to transfer the vehicle ownerships to Party B; 10.3.4 Violating Article 3.2.3.3 or 3.2.3.4 for leasing an unqualified vehicle, which later causes a traffic accident or any other safety accident due to retrofitting or installation of new parts; 10.3.5 Violating Article 3.2.4 for the following reasons: The actual use of a leased vehicle is inconsistent with the purpose as agreed in the Financial Leasing Agreement, or although the actual use of the leased vehicle is consistent with the purpose as agreed in the Financial Leasing Agreement, the Driver User is not pursued to buy the corresponding insurance according to the actual use nature of the leased vehicle and therefore the insurance company refuses to pay for the compensation when the leased vehicle has a traffic accident or the Driver User is not pursued to buy the insurance meeting the requirements for the insurance value and type as provided by the law for online vehicle leasing in accordance with Article 3.2.4 and therefore the compensation amount paid by the insurance company is insufficient to cover the Driver User's liability for tort or carrier liability in the traffic accident or safety accident. 10.3.6 Violating Article 3.2.8 for inducing the Driver User to carry out a vehicle leasing transaction outside the Platform or sign a Agreement without using the platform's template of Financial Leasing Agreement; 10.3.7 Violating Article 3.2.10 for failing to perform its obligations to the Driver User in accordance with the Financial Leasing Agreement signed with the Driver User; 10.3.8 Violating Platform Rules for carrying out misleading propaganda (including but not limited to exaggerating the scale of the company, making exaggerated advertisement or fictitious promise of service projects, preferential programs, etc., or misleading the Driver User by use of false facts such as Didi's order precedence);





Contract No.: DDCX S DG KC 201812130044 10.3.9 Entering into other agreements with the Driver User in any form other than the Platform's template of Financial Leasing Agreement; or restricting the rights of the Driver User or increasing the obligations of the driver in any form, without a prior written notice to Party A and without the written consent of Party A; 10.3.10 Charging the Driver User any fees under any name in any form other than Party A's template of Financial Leasing Agreement or forcing the Driver User to subscribe any business not related to Didi or forcing Driver Users to make unreasonable consumption; 10.3.11 Disseminate any information not published by Didi through official channels, or spreading rumors that have a negative impact on Didi (eg, causing losses to drivers); 10.3.12 Insulting, intimidating, threatening, deceiving, or forcing any Driver User; 10.3.13 Publishing a system that does not comply with or goes against Didi's business policy or the Platform Rules; 10.3.14 Violating Article 3.2.12 for the IRR of the Financial Leasing Program exceeding the upper limit as agreed in this Agreement; 10.3.15 Violating Article 3.2.13; 10.3.16 Violating Article 3.2.14; 10.3.17 Violating Article 3.2.15; 10.3.18 Violating Article 3.2.16; 10.3.19 Party B conducts other Class C breaches specified in the Platform Rules. 10.4 The following acts constitute Class D breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of not less than RMB50,000 (RMB FIFTY THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B, and terminate the Agreement. 10.4.1 In the event of any Class C breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or this Agreement is still breached upon the completion of such remedy; 10.4.2 In the event of three Class C breaches in 12 consecutive calendar months, the third Class C breach shall be regarded as a Class D breach; 10.4.3 Party B is in violation of Article 3.2.2 and provides false materials or information to Party A ; 10.4.4 Party B or Party B's Affiliates use or use in disguised form the company name, trade name, trademark and logo of Party A or Party A's Affiliates without the consent of Party A or Party A's Affiliates or fail to use such names, trademark or logo as agreed, or Party B uses the company name and logo similar to above trademarks and logo (if Party A or Party A's Affiliates considers that the company name or logo used by Party B or Party B's Affiliates is similar to the trade name or trademark of Party A or Party A's Affiliates, Party A may notify Party B and Party B's Affiliates to change its name. If Party B or Party B's Affiliates fail to take measures within 20 days from the receipt of such notice, it shall be deemed as a use of trademark and logo similar to those of Party A or Party A's Affiliates).





Contract No.: DDCX S DG KC 201812130044 10.4.5 Party B or Party B's Affiliates conduct illegal or criminal activities relying on the partnership with Didi; 10.4.6 Party B, Party B's shareholders, legal representatives, Senior Management or Party B's Affiliates make illegal profits relying on their relationship with the Didi's staff (including, but not limited to, relatives, couples, friends); 10.4.7 Party B or Party B's shareholders, legal representative, Senior Management or Party B's Affiliates is in violation of the provisions of the Trust and Integrity and Commercial Anti-Bribery Agreement between the Parties; 10.4.8 Party B charges any fee against the Driver Users in the name of Didi; 10.4.9 Party B forces the Driver Users to transact any business irrelative to Didi or forces the Driver Users to have unreasonable consumption, which causes material adverse effects to Didi or causes adverse social effects (including but not limited to collective complaints, illegal assembly, petitions, march, sit-in or containment of Didi by Driver Users, news media releases); 10.4.10 Party B, Party B's staff or Party B's Affiliates are in violation of Article 7 and discloses Party A's confidential information to third parties in any form; 10.4.11 In consideration of the fact that Party B may have access to the relevant trade secrets of Didi during the cooperation, Party B or Party B's any affiliate cooperates with any entity competitive with Didi (including but not limited to Meituan, CAR, Yongche, izu, Caocao, Dida) in any form without prior written notice to and confirmation by Didi; 10.4.12 Party B introduces the entities competitive with Didi (including but not limited to Meituan, CAR, Yongche, izu, Caocao, Dida) to Driver Users, and induces Driver Users to conduct activities directly competing or conflicting with Didi; 10.4.13 Party B instigates and organizes the Driver Users to conduct illegal assembly, petition, march, sit-in or containment of Didi, etc. in any form, or any collective complaints, illegal assembly, petitions, marches, sit-in or containment of Didi and other mass disturbances by Driver Users are incurred by the products or services provided by Party B; 10.4.14 Party B disseminates any information not published through Didi's official channels, or disseminates rumors and causes material adverse effects to Didi (including but not limited to collective complaints, illegal assembly, petitions, marches, sit-in or containment of Didi by Driver Users, and News media releases); 10.4.15 Party B maliciously slanders other companies or takes other mean measures to disrupt the market order and conducts unfair competition: 10.4.15.1 Party B disseminates other rumors to maliciously slander other companies; 10.4.15.2 Party B dispatches undercover personnel to other companies to disrupt the operation order of other companies and solicits Driver Users or management personnel of other companies;





Contract No.: DDCX S DG KC 201812130044 10.4.15.3 Party B conducts other activities of unfair competition which seriously disrupt the market order; 10.4.16 Violating Article 8.2 for failing to meet Party A's requirements for cooperative vehicle leasing companies; 10.4.17 Party B conducts other Class D breaches stipulated in the Platform Rules; 10.5 If Party B has a violation of Article 10.3.5, resulting in the insurance company's refusal to pay or insufficient compensation to pay the driver's tort liability or carrier's liability in the traffic accident, the claim amount rejected by the insurance company and the compensation supposed to be paid by the insurance company if the corresponding insurance has been bought shall be borne by Party B. If Party B fails to bear the above mentioned amount rejected and compensation, resulting in any losses to Party A or its users, Party B shall compensate Party A for the losses of Party A and Party A shall have the right to terminate this Agreement unilaterally and shall pursue Party B's liability for breach in accordance with Articles 10.3 and 10.6. 10.6 In the event of any breach of the terms of this Agreement by either party, the breaching party shall remedy such breach within the time limit notified by the observing party. In the event of any losses incurred to the observing party, in addition to the corresponding liability for breach under the Agreement, the breaching party shall also be liable for the compensation for such losses (including, but not limited to, the losses incurred to the counterParty By such breach, the legal costs, notarial fees, appraisal fees, the attorney's fee, the travel expenses, etc., arising from the investigation and affixation of the liabilities of the breaching Party By the counterparty) . Unless any party is in violation of the confidentiality clause, in any case, neither party shall be liable for any indirect, punitive claims, or claims for losses of commercial profits, or damages for business losses of the company or any third Party Arising from this Agreement, or for any loss or inaccuracy of data of any form, whether based on Agreement, tort or any other legal principle, even though the party has been informed of the possibility of such damage. 10.7 If Party B violates this Agreement or the Platform Rules, Party A is entitled to take measures such as suspending the platform services, permanently stopping the platform services, and/or temporarily or permanently disabling the corresponding functions of the vehicle service company, and/or removing the products from the platforms. 10.8 In case any act of either party is in violation of several provisions of this Agreement at the same time, the observing party is entitled to choose one provision as the basis for the investigation and affixation of the liability for breach of the breaching party. In case several acts of either Party Are in violation of several provisions of this Agreement at the same time, the observing party is entitled to investigate and affix the liability for breach of the breaching party in accordance with each provision violated. 10.9 In the event of several valid agreements between Party A and Party B, any act of either party is in violation of such agreements between the Parties at the same time, the observing party is entitled to choose to investigate and affix the liability for breach of the breaching party in accordance with all provisions of all of such agreements or provisions of part of such agreements.





Contract No.: DDCX S DG KC 201812130044 11. Governing Law; Dispute Settlement 11.1 The execution, validation, interpretation, performance, modification and termination of this Agreement and the settlement of disputes under this Agreement shall be governed by the Laws of China. 11.2 Any dispute arising from the interpretation and performance of the terms of this Agreement shall be settled by the Parties through negotiation in good faith. If the Parties fail to reach an agreement on the settlement of such dispute within 30 days from the requirement of such negotiation by either party, such dispute may be submitted to the Beijing Arbitration Commission for arbitration in accordance with its arbitration rules in force then. The arbitral award shall be final and binding upon the Parties. 11.3 During the settlement of the dispute, the Parties shall continue to fully perform this Agreement, except for the matters in dispute. 12. Notices 12.1 All notices and other communications to either party hereto required or permitted hereunder shall be made in Chinese, by personal delivery or by registered mail with postage prepaid, commercial courier service or by e-mail to the address of the party specified in this Agreement. The date on which such notice shall be deemed to have been served upon such party shall be determined as follows: 12.1.1 Notices given by personal delivery, registered mail with postage prepaid or commercial courier service shall be deemed effectively given on the date of receipt or rejection at the designated address for notices; 12.1.2 Notices given by e-mail shall be deemed effectively given when the mail enters into the addressee's e-mail address contained in this article or at the time of the receipt of the system prompt for the failed transaction in the case of the invalidation of receiver's e-mail address. 12.2 For the purpose of notices, the contacts and contact information designated by the Parties are as follows: 12.2.1 Party A's contacts: (Telephone/Mobile number:) Address: E-mail: 12.2.2 Party B's contacts: Xianglong Li (Telephone/Mobile number: 0731-85240273) Address:Floor 9, Huitong Building, No. 168 Hehua Road, Hehua Street, Furong District, Changsha City, Hunan Province E-mail: 77128824@qq.com 12.3 In the event of any change to the contacts, address or e-mail address of either party, such party shall notify the other Party At least 3 working days in advance by the means provided in this article. Otherwise, the original address or e-mail address shall still be the valid address for notices.





Contract No.: DDCX S DG KC 201812130044 13. Force Majeure 13.1 Force Majeure means an event beyond the reasonable control of the Parties, unforeseeable or even foreseeable, but unavoidable by the Parties to this Agreement, which prevents, affects or delays the performance by either party of its obligations under this Agreement in whole or in part. Such event includes, but is not limited to, natural disaster, war, fire, riot, strike, Internet connection failure, computer system failure, communication failure, computer virus, hacker attack or any other similar events that shall be considered as events of force majeure in accordance with commercial practices. 13.2 The affected party may temporarily suspend the performance of its obligations under this Agreement until the effects of the event of force majeure are eliminated. The affected party shall fully notify the other party in writing of the occurrence of such event of force majeure in a timely manner, notifying the other party of the possible effects of such event on this Agreement, and shall use its best efforts to eliminate such event and mitigate its adverse effects, and provide the written evidence issued by relevant notary office within a reasonable period. Upon the fulfillment of the aforesaid obligations, the affected party shall not be liable to the other party for the breach within the scope of effects of such event of force majeure. 13.3 In case the event of force majeure sustains for more than 20 days, either party is entitled to terminate this Agreement unilaterally by written notice, and this Agreement shall terminate from the date on which such party gives such written notice of termination. 14. Independent Contractor Nothing in this Agreement shall be deemed to create any joint venture, partnership, or agency relationship between the Parties. Without the written consent of the authorized representative of the other party, neither party is entitled to execute any agreement on behalf of the other party or cause the other party to be bound by any law or borrow money or incur any liability or obligation on behalf of the other party hereto. Each party shall be solely liable for the actions of its employees and contractors employed for the purposes of the promotional activities. 15. Data and Privacy Protection The collection, storage and maintenance by either party of the third-party data, personal data or information obtained as a result of the execution or performance of this Agreement shall comply with all applicable laws, regulations or rules.





Contract No.: DDCX S DG KC 201812130044 16. Business Principles 16.1 Party B warrants that it does not give or offer any gift to any employee, agent or representative of Party A, and that there is no other improper interest transfer (including but not limited to giving material benefits or other non-material benefits in the form of gifting or lending or at a price significantly higher or lower than the market price) with the aforesaid persons, and it will not offer or grant such items or carry out improper benefits transfer in the future, in order to obtain any business from Party A, or to affect the aforesaid persons in the aspects of the terms, conditions or performance of any purchase agreement or order (including but not limited to this Agreement) between the Parties. 16.2 Party B warrants and undertakes that it will strictly abide by the commercial anti-bribery Laws and regulations in force in China and provisions for anti-corruption in all applicable Laws and regulations including the Foreign Corrupt Practices Act (FCPA) of the United States, and it shall not provide any bribes to any government official, employee of state-owned enterprises or public agency during the performance of this Agreement. Any violation of this article by Party B shall be considered as a material breach of the this Agreement, and Party A is entitled to immediately terminate this Agreement and the cooperation relationship between the Parties, and request Party B to pay the liquidated damages of RMB 50,000 (RMB FIFTY THOUSAND) and indemnify for all losses incurred to Party A thereby. 16.3 Party A's e-mail address for receiving the report of any violation of Code of Business Conduct is jubao@didiia.com. In the event of any violation of its Code of Business Conduct found by Party A, Party B shall cooperate with Party A in the investigation as required by Party A. If Party B fails to cooperate with Party A in such investigation, it shall be deemed as a material breach by Party B. In such case, Party A is entitled to immediately terminate the Agreement and the cooperation relationship between the Parties, and request Party B to pay the liquidated damages of RMB50,000 (RMB FIFTY THOUSAND) and indemnify for all losses incurred to Party A thereby. 17. Transfer During the term of this Agreement, neither party may assign, or transfer its rights and obligations under this Agreement in whole or in part, without the prior written consent of the other party. However, Party A may transfer its rights and obligations under this Agreement to any of its Affiliates in whole or in part with the written notice to Party B, and Party B irrevocably agrees and permits Party A's such rights, provided that Party A shall ensure that such transferee or assignee will comply with relevant laws and regulations, and ensure that Party B is exempt from any liability and consequences arising from any violation of applicable laws and regulations by such transferee or assignee, and Party A shall indemnify for the losses incurred to Party B thereby. 18. Severability If any one or more provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any way in accordance with any law or regulation, the validity, legality or enforceability of the remaining provisions in this Agreement shall not in any way be affected or impaired. Such invalid, illegal or unenforceable provision shall be replaced by a valid, legal or enforceable provision that has similar economic effects of such invalid, illegal or unenforceable provision by the Parties through good faith negotiation to the fullest extent permitted by laws and expected by the Parties.





Contract No.: DDCX S DG KC 201812130044 19. Composition, Modification and Supplement of this Agreement 19.1 All Platform Rules are an integral part of this Agreement. In the event of any inconsistence between the Platform Rules and this Agreement, the Platform Rules shall prevail. If Party B signs this Agreement and uses the Platform, it shall accept to be bound by the Platform Rules. Party A is entitled to develop and revise the Platform Rules pursuant to the operation of the Platform. For the development and revision of the Platform Rules that may affect Party B's rights and obligations, Party A will notify Party B in writing via email 10 days prior to the implementation of the new Platform Rules, and Party B shall decide whether to continue to perform this Agreement within 10 days from the date of receipt of the notice via email. If Party B rejects the new Platform Rules, it shall send a written application for the termination of this Agreement to Party A within 10 days from the date of receipt of such notice. If Party B fails to terminate this Agreement or continue to log in and use the Platform within such 10-day period, it shall be deemed to agree to the new Platform Rules. The new Platform Rules shall become effective as of the effective date specified in the Platform Rules, and Party B shall strictly abide by the new Platform Rules as of the effective date. 19.2 Except for the Platform Rules, any modification and addition to this Agreement shall be signed by the Parties in writing. The modified and supplemental agreements signed by the Parties in connection with this Agreement shall be an integral part of this Agreement and shall have the same legal effect as this Agreement. 20. Limited Liability 20.1 Party A only provides the Platform, and Party B shall select (at its own discretion) the Driver Users to establish the consulting service relationship. Any dispute or controversy arising from the consulting services between Party B and any Driver User shall be settled by Party B and the Driver User, and Party A neither shall be liable for such dispute, nor shall be liable for the losses incurred to Party B and the Driver User during the provision of the consultation service by Party B to the Driver User. 20.2 Party A shall only conduct a formal review for the materials submitted and the information published by Party B. The approval by Party A shall not represent that Party A acknowledges the authenticity and legality of such material and information. In the event of any loss incurred to Party A or any third party due to the false materials and information provided by Party B, Party B shall be liable for compensation and shall be liable to Party A for the breach. 20.3 Party B has fully understood the functions and characteristics of services of the Platform prior to the use of the Platform and agrees that Party A shall not be liable to Party B for any defect in software, insufficiency of function or any necessary improvement. 20.4 Party B's use of the Platform and the acquisition of any information by using the Platform are solely at Party B's independent judgment and is at Party B's own risk (including but not limited to the losses caused by damage to Party B's computer system or mobile phone system or loss of data.)





Contract No.: DDCX S DG KC 201812130044 21. Validation and Term This Agreement shall enter into force as of the effective date. Unless this Agreement is early terminated in accordance with this Agreement or other agreements signed by the Parties hereof, the term of the validity of this Agreement shall be one year from the effective date. Party A is entitled to unilaterally terminate this Agreement within three natural months from the signing date of this Agreement. 22. Miscellaneous 22.1 The online Ride-hailing Service agreements such as the Vehicle Leasing Service Cooperation Agreement,  the Management Consulting Service Agreement, the Consultation Service Cooperation Agreement, and the Corporate Franchising Management Consulting Service Agreement, the vehicle leasing and consulting service agreements (only limited to the Agreements relevant to Party A's fast ride business, except for those on general franchise business) shall continue to be valid within the scope of cooperation before the signing of this Agreement by and between the Parties hereof, and the deposits received by Party A in accordance with such agreements will temporarily not be refunded. Such agreements shall not be terminated until the end of the cooperation between the Parties under the agreements, at which time the Parties will conduct friendly negotiations on the termination of these agreements. 22.2 The expressions of not less than, no more than and within in this Agreement, include the given figure; the expressions of N working days in advance, within N working days, N days in advance, within N days, include the Nth working day and the Nth day. 22.3 This Agreement shall be executed in triplicate of equal legal effect, with two original copies for Party A and one original copy for Party B. Annex: Agreement for Didi Chuxing Partners on Honesty & Integrity and Anti-Commercial Bribery ————————— [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]—————— Party A: Didi Chuxing Technology Co., Ltd. /s/ Didi Chuxing Technology Co., Ltd. [signature authenticated by third party document depository on December 17, 2018] Party B: Hunan Ruixi Financial Leasing Co., Ltd. /s/ Hunan Ruixi Financial Leasing Co., Ltd. [signature authenticated by third party document depository on December 17, 2018]





Contract No.: DDCX S DG KC 201812130044 Agreement for Didi Chuxing Partners on Honesty & Integrity and Anti-Commercial Bribery Party A: Didi Chuxing Technology Co., Ltd. Party B: Hunan Ruixi Financial Leasing Co., Ltd [Instruction: this Agreement shall be exclusively used by Didi Chuxing Technology Co., Ltd. to conclude Agreements with external sides. This Agreement shall be attached to all Agreements signed with external sides as an appendix to guarantee the interests of Contracting parties.] To build a fair and honest business cooperation ecology, the cooperating Parties hereby make and enter into the honesty & integrity and anti-commercial bribery agreement binding on both Parties. To ensure stricter compliance with the provisions of laws and regulations concerning the prohibition of commercial bribery, maintain common interests, and promote sound development of the Parties' relationship, the Parties hereby agree as follows through friendly negotiation for mutual compliance: Article I [Purpose of Contracting] The Parties shall comply with national laws and regulations on anti-commercial bribery, ensure legal business transactions between the Parties, and shall never damage either party's interest for the purpose of improper cooperation interest in any illegal or corruptible manner. The Parties shall strictly comply with this Agreement. The term commercial bribery used in this Agreement refers to all direct or indirect improper interests in material, service or spiritual forms given by Party B or its personnel to Party A's employees in order to obtain the opportunity of cooperation with Party A and cooperation benefits. Article II [Honesty and Integrity Commitments] (I) Party B undertakes: 1. Not to bribe any employee of Didi Chuxing or family members thereof in any way. 2. To support the honesty and integrity construction of Didi Chuxing and assume the obligation of real-name reporting; if any employee directly under Party B or involved in the cooperation doesn't refuse or report any bribe demand from the employees of Didi Chuxing or their family members and meets such demand, it shall be deemed Party B's commitment of bribery. 3. To voluntarily report the connection and interest relationship with the employees of Didi Chuxing. 4. To insist on integrity principle during transactions with Didi Chuxing and at least ensure: all information, documents, materials, data and relevant written and oral statements provided for Didi Chuxing are true and accurate.





Contract No.: DDCX S DG KC 201812130044 5. To strictly comply with the commitments made to Didi Chuxing, Agreements, agreements and memos between the Parties, not to conceal any information that may impact the interest of Didi Chuxing, and actively cooperate in the audit of Didi Chuxing. 6. To comply with the provisions in the code of conduct for Didi Chuxing partners, cooperation agreements and other policies. 7. To strictly comply with the provisions concerning Didi Chuxing brand management, and without authorization, shall not use 滴滴, DIDI, Didi Chuxing, DIDI Club, authorized partner and any other easily confusing words. 8. To strictly comply with relevant national laws and regulations, and not to engage in any illegal activity. 9. To strictly manage company employees. 10. To keep practical and realistic, not to communicate any false information internally or to the society, and not to disclose any business secrets of Didi Chuxing. 11. To comply with national laws, regulations and Didi Chuxing provisions, keep honest in bid & tender or business cooperation course, and participate in bid or tender activities and business cooperation according to laws and regulations. Article III [Improper Interest] Party B, Party B's associated companies or employees and associated persons thereof: (1) shall not give cash gift, articles, negotiable securities directly or indirectly, or provide improper interest in other disguised forms in the name of Party B or in personal name to any employee of Party A or associated person (including but not limited to direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship); including but not limited to cash, checks, credit card gifts, samples, or other commodities, entertainment tickets, membership cards, or kickback, return commission in the form of currency or goods, employment or properties, introduction of private business cooperation, and travel, entertainment or personal service at the cost of Party B. (2) Introduce business or other activities to Party A, or to any spouse, friend or relative of Party A's employees as required by Party A's employees. Article IV [Conflicts of Interest] including but not limited to: (1) Party B shall not provide loan or financing of any form for Party A's employees and associated persons; (2) If any of Party B's shareholders, supervisors, managers, senior management personnel (including but not limited to the senior management, chief executive officer, chief financial officer, and other department managers subject to powers or duties as defined in the Company Law), cooperation project manager and project members is Party A's employee or its associated person, the aforesaid person shall truthfully and fully report the same to Party A in writing before cooperation;





Contract No.: DDCX S DG KC 201812130044 (3) In the process of cooperation, Party B shall not allow Party A's employees and their direct relative to hold or have a third party to hold Party B's equities (other than shares held through less than 1% outstanding equities in open securities exchange market, through funds without actual control right held directly or indirectly, or through trust of which the beneficiary is not any of the aforesaid person or his/her associated person), or employ Party A's employees and their direct relative (including but not limited to the establishment of formal labor relations, labor dispatching and outsourcing services, part-time consulting, and other forms). If Party B has employed any relative or other associated person of Party A's employees (including but not limited to direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship), Party B shall truthfully and fully report to Party A in written form before Party A and Party B conclude the cooperation agreement or within three days upon employment. Article V [Liability for Default] (1) If Party B commits any violation of the aforesaid agreements, Party A is entitled to unilaterally and completely terminate the Agreement and cooperation with Party B, and no associated entities of Party A will establish commercial cooperation with Party B at any time and under any circumstance in the future, including but not limited to Party B and all of its subsidiaries, branches and associated companies (the associated companies of Party B includes without limitation the companies or other organizations established, participated in, operated, controlled by or otherwise affiliated with Party B's shareholders, legal person, actual controller or directors, supervisors, and their direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship); besides, Party B shall pay liquidated damages to Party A at an amount of RMB 100,000 or 50% of the total amount paid/discharged under the involved order (Agreement), whichever is higher; if Party B's default causes any loss to Party A that cannot be covered by liquidated damages, Party A will recover compensations for actual losses from Party B. (2) Party B shall pay the liquidated damages within 5 working days upon Party A's discovery of any breach, and if the payment is not made in time, Party A is entitled to directly deduct the same from the Agreement price. (3) Where any improper interest is provided for any employee of Party A or his/her associated person, whether actively or passively, if Party B voluntarily provides effective information for Party A actively, Party A will consider based on actual situations whether to continue cooperation with Party B and/or waive the aforesaid liability for default. (4) The aforesaid circumstances are at absolute sole discretion of Party A. (5) Where any violation of the commitments on part of either party or its employee constitutes a crime, either party may report the crime to a judicial authority, and the persons involved will be prosecuted for criminal offense; the party violating the commitments and its employees, if causing economic loss to other party, shall provide compensations. Article VI [Reporting Channels and Reward] If Party B becomes aware of/suspects any violation of the aforesaid provisions on part of Party A's employees, Party B shall contact the Risk Control Compliance Department (RCCD) of Party A. If the information provided by the information provider about any commercial bribery is verified to be true, Party A will reward the information provider depending on the influence extent of the event, and in case of any event producing significant influence, will give special reward. Party A has a special email address to accept the complaints from Party B: jubao@didiia.com; complaint hotline: 010-62962880. Party A will keep all information providers and all materials provided by them strictly confidential.





Contract No.: DDCX S DG KC 201812130044 Article VII [Miscellaneous] This Agreement is an appendix to the Cooperation agreement, made in two copies, and have equal legal force to the Cooperation agreement. The issues that are not agreed upon in this Agreement shall be subject to the terms of the Master Agreement. Party A: Didi Chuxing Technology Co., Ltd. /s/ Didi Chuxing Technology Co., Ltd. [signature authenticated by third party document depository on December 17, 2018] Party B: Hunan Ruixi Financial Leasing Co., Ltd. /s/ Hunan Ruixi Financial Leasing Co., Ltd. [signature authenticated by third party document depository on December 17, 2018]
[A]: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?


[Q]: Ex 10.3

SERVICING AGREEMENT

between

CURO RECEIVABLES FINANCE II, LLC, as Owner

and

CURO MANAGEMENT, LLC, as Servicer

Dated as of April 8, 2020

This SERVICING AGREEMENT (this Agreement) is entered into as of April 8, 2020, by and between CURO RECEIVABLES FINANCE II, LLC, a Delaware limited liability company (the Owner), and CURO MANAGEMENT, LLC, a Delaware limited liability company, as servicer (the Servicer).

Capitalized terms used but not defined herein shall have the meanings set forth in Annex A attached hereto.

W I T N E S S E T H:

WHEREAS, the Owner desires to have the Servicer to master service the Serviced Assets, to perform certain of the duties of the Owner, and to provide such additional services consistent with the terms of this Agreement and the Loan Documents as the Owner may from time to time request; and

WHEREAS, the Servicer has the capacity to provide the respective services required hereby and is willing to perform such services for the Owner on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Section 1. Servicing Duties of the Servicer.

(a) The Owner authorizes Curo Management, LLC, to act, and Curo Management, LLC, agrees to act, as an independent contractor, as the Servicer effective upon the date hereof.

(b) From and after the date on which a Receivable or Participation Interest, as applicable, is sold to the Owner, the Servicer shall service and administer each related Serviced Asset for the benefit of the Owner and shall extend, amend or otherwise modify such Serviced Asset, by complying in all material respects with the following (collectively, the Servicing Standard): (A) reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable receivables that it services for itself or others, and (B) Applicable Law.

(c) The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder,





including any Sub-Servicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, consistent with the terms of this Servicing Agreement and the Servicing Standard. Without limiting the generality of the foregoing, unless such power is revoked by the Owner on account of the occurrence of a Servicer Default, the Servicer shall have full power and authority (i) to make withdrawals from the applicable servicer collection account permitted by the terms of this Servicing Agreement, the Loan Agreement or any other Loan Document and (ii) to execute and deliver, on behalf of the Owner, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Servicing Standard and the Loan Agreement, to commence collection proceedings with respect to such Receivables. The Owner shall furnish the Servicer with any documents reasonably requested by the Servicer, including powers of attorney, as necessary or appropriate to enable the Servicer (or any Sub-Servicer on its behalf) to carry out its servicing and administrative duties hereunder.

(d) The Servicer shall collect and process all collections on the Serviced Assets in accordance with the terms and conditions set forth in Section 2.3 of the Loan Agreement and the Servicing Multi-Party Agreement.

Section 2. Administrative Duties of the Servicer.

(a) The Servicer agrees to perform all of the duties assigned to it in the Loan Agreement, and shall take all appropriate action with respect to the following matters under the Loan Agreement:

(i) upon written request of the Owner, executing and delivering such further instruments and do further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Loan Agreement;

(ii) preparing officer's certificates with respect to the Loan Agreement;

(iii) preparing, executing and filing any reports or other information which are required to be prepared or filed by the Owner in order to comply with federal, state or foreign securities laws, or exemptions thereunder; and

(iv) any other duties expressly required to be performed by the Servicer under the Loan Agreement or any other Loan Document.

(b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be no less favorable to the Owner than would be available from unaffiliated parties, that Owner shall have no responsibility or liability for any fees payable to such Affiliates to perform such obligations as contemplated by this Agreement and that the Owner shall not be deemed pursuant to this Section 2(b) to enter into any contractual obligations with such Affiliates.

(c) To the fullest extent permitted by law, the Owner shall indemnify, defend and hold harmless the Servicer and its successors, assigns, directors, officers, agents, employees and servants (collectively, the Servicer Indemnified Parties) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, Liabilities) which may at any time be imposed on, incurred by, or asserted against the Servicer or any Servicer Indemnified Party in any way relating to or arising out of this Agreement or any other Loan Document, the Serviced Assets or any action or inaction of the Owner or any other Person; provided, that the Owner shall not be liable for or required to indemnify a Servicer Indemnified Party from and against expenses arising or resulting from such Servicer Indemnified Party's own willful misconduct, bad faith or gross negligence. The indemnities contained in this Section 2(c) shall survive the resignation and removal of the Servicer or the termination of this Agreement.

(d) Subject to Sections 4 and 5, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Serviced Assets (including the Loan Documents) as are not covered by any of the foregoing provisions and are reasonably within the capability of the Servicer. In no case may Servicer use any identifiable information, including consumers' nonpublic personal information and related account performance and status information, for any purpose other than as provided in this Agreement; provided, however, that Servicer is permitted to use nonidentifiable, aggregated consumer information obtained in connection with its activities undertaken pursuant to this Agreement.

(e) Notwithstanding anything to the contrary in this Agreement, the Servicer shall not be obligated to, and shall not, take any action that the Owner directs the Servicer not to take or which could reasonably be expected to result in a violation or breach of the Owner's covenants, agreements or obligations under any of the Loan Documents.

(f) The Servicer shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Owner at any time during normal business hours.

Section 3. Reports and Information.





(a) At the times and in the manner required by Section 6.1 of the Loan Agreement, the Servicer shall deliver to the Owner and the Agent the reports described therein.

(b) The Servicer shall furnish in writing to the Owner and the Agent from time to time such additional information regarding the Serviced Assets as the Owner or the Agent shall reasonably request.

Section 4. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Owner with respect to the manner in which it accomplishes the performance of its obligations hereunder; provided, however, Servicer shall be subject to the Owner's third-party vendor management program. Unless expressly authorized by the Owner in this Agreement or otherwise, the Servicer shall have no authority to act for or represent the Owner in any way and shall not otherwise be deemed an agent of the Owner.

Section 5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Servicer and the Owner as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 6. Other Activities of Servicer. Nothing herein shall prevent the Servicer or its respective Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity for any other person or entity even though such person or entity may engage in business activities similar to those of the Owner.

Section 7. Term of Agreement; Resignation and Removal of Servicer.

(a) This Agreement shall continue in force until the earlier to occur of (i) the Owner no longer owns any Receivables or Participation Interests, and (ii) subject to Section 7(d), the delivery of written notice of termination by the Owner to the Servicer pursuant to Section 7(c), in each case upon which event this Agreement shall automatically terminate unless otherwise agreed in writing between the Servicer and the Owner.

(b) Subject to Section 7(d), the Servicer may resign its duties hereunder by providing the Owner with at least 60 days' prior written notice.

(c) Subject to Section 7(d), and subject to the prior written consent of the Agent so long as the Loan Agreement remains outstanding, the Owner may remove the Servicer immediately upon written notice of termination from the Owner to the Servicer if any of the following events shall occur (each, a Servicer Termination Right - Owner):

(i) the Servicer shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within 30 days such assurance of cure as shall be reasonably satisfactory to the Owner); or

(ii) the Servicer files or consents to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or makes an assignment for the benefit of creditors; or

(iii) the Servicer fails to maintain, in any material respect, all necessary licenses and approvals in each jurisdiction in which it is performing the primary servicing function for any of the Serviced Assets under this Agreement.

The Servicer agrees that if any of the events specified in clause (ii) of this Section 7(c) shall occur, it shall give written notice thereof to the Owner within seven (7) days after the occurrence of such event.

(d) No termination, resignation or removal of the Servicer pursuant to this Section shall be effective until (i) a successor Servicer shall have been appointed by or on behalf of the Owner with the prior written consent of the Agent so long as the Loan Agreement remains outstanding, and (ii) such successor Servicer shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Servicer is bound hereunder.

(e) Agent may terminate this Agreement upon the occurrence and continuance of an Event of Default under the Loan Agreement by delivery of written notice of termination from Agent to Owner and Servicer (a Servicer Termination Right - Agent and, together with the Servicer Termination Right - Owner, each a Servicer Termination Right):

If a successor Servicer does not take office within 60 days after the retiring Servicer resigns or is removed, the resigning or removed Servicer or the Owner may petition any court of competent jurisdiction for the appointment of a successor Servicer.

In the event that the Servicer resigns or is terminated hereunder, the Servicer shall use its commercially reasonable efforts to and shall cooperate with the Owner and take other reasonable steps requested by the Owner to assist in the orderly and efficient transfer of the administration of the Serviced Assets to the successor Servicer.





Section 8. Action upon Termination, Resignation or Removal of the Servicer. Promptly upon the effective date of termination of this Agreement or the resignation or removal of the Servicer pursuant to Section 7, the Servicer shall be entitled to be paid all fees and reimbursable expenses, including any reasonable out-of-pocket attorneys' fees, accruing to it to the date of such termination, resignation or removal. The Servicer shall forthwith upon such termination pursuant to Section 7 deliver to the successor Servicer all property and documents of or relating to the Serviced Assets then in the custody of the Servicer, or if this Agreement has been terminated, to the Owner. In the event of the resignation or removal of the Servicer pursuant to Section 7, the Servicer shall cooperate with the Owner and take all reasonable steps requested to assist the Owner in making an orderly transfer of the duties of the Servicer.

Section 9. Compensation. The Servicer will be entitled to receive the Servicing Fee for the performance of the duties and provision of the services called for in this Agreement in accordance with, and subject to, the Loan Agreement. The Servicing Fee shall be payable on each Payment Date for the immediately prior Servicing Period in accordance with Section 2.4 of the Loan Agreement. Any opinion, filing or other services performed by the Servicer hereunder that generates additional costs shall be at the expense of the Owner.

Section 10. Sub-Servicers; Collection Agents.

(a) The Servicer may appoint one or more Persons (including any Affiliate) as a sub-servicer (each a Sub-Servicer) with respect to some or all of the Serviced Assets to perform any of the Servicer's obligations hereunder from time to time in its sole discretion; provided, however, that such servicing arrangement and the term of the related subservicing agreement (if any) must provide for the servicing of the Serviced Assets in a manner equivalent or greater than the Servicing Standard; provided, further, that the Servicer shall remain obligated and be liable to the Owner for the servicing and administering of the Serviced Assets in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Serviced Assets.

(b) The Servicer shall be entitled to terminate the subservicing of the Serviced Assets by any Sub-Servicer so appointed at any time in its sole discretion, provided, that any subservicing agreement entered into by Servicer with any such Sub-Servicer shall terminate by its terms no later than thirty (30) days after the Servicer is terminated as the servicer under this Agreement.

(c) Each Sub-Servicer shall be entitled to compensation for its services as a Sub-Servicer as agreed to by the Servicer and such Sub-Servicer provided that any sub-servicing fees payable to the Sub-Servicer in respect of its servicing activities shall be payable out of the Servicing Fee.

(d) Any subservicing arrangement that may be entered into and any other transactions or services relating to the Serviced Assets involving a Sub-Servicer in its capacity as such shall be deemed to be solely between the Sub-Servicer and the Servicer alone, and the Owner shall not be deemed party thereto and shall have no claims, rights, obligations, duties, or liabilities with respect to the Sub-Servicer in such capacity.

(e) The Owner may, from time to time, enter into Collection Agency Agreements with Collection Agents for the collection of delinquent or defaulted accounts. Any such Collection Agent shall not be deemed a Sub-Servicer hereunder and the Servicer shall have no liability with respect to the acts or omissions of any such Collection Agent. Any Collection Fees shall be paid directly by the Owner in accordance with the Loan Agreement. Notwithstanding the foregoing, the Servicer shall cooperate with the Owner and provide such assistance as is reasonably necessary to transfer servicing of applicable Serviced Assets to the related Collection Agent.

Section 11. Representations and Warranties of the Servicer. The Servicer hereunder hereby makes the following representations and warranties as of the date hereof, and as of the date of the delivery of each Monthly Servicing Report, on which representations and warranties the Owner shall be deemed to rely in entering into this Agreement:

(a) Organization. It is an organization validly existing and in good standing under the laws of, and is duly qualified to do business in, the jurisdiction of its incorporation or organization and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement and each other Loan Document to which it is a party.

(b) Due Qualification. It is in good standing and duly qualified to do business (or is exempt from such requirements) and (i) the Servicer has obtained all necessary licenses and approvals in each jurisdiction in which it is performing the primary servicing function for any of the Serviced Assets under this Agreement (or has determined that such licenses are not required) or (ii) each Sub-Servicer has represented and warranted to the Servicer that such Sub-Servicer has obtained all necessary licenses and approvals in each jurisdiction in which such Sub-Servicer is performing the primary servicing function for any of the Serviced Assets under this Agreement, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to execute and deliver, or perform under, this Agreement or any other Loan Document to which it is a party.





(c) Due Authorization. The execution, delivery, and performance by it of this Agreement and the other agreements and instruments executed and delivered by it as contemplated hereby, have been duly authorized it by all necessary action on the part of such party.

(d) Binding Obligation. This Agreement and each other Loan Document to which it is a party constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or by general principles of equity (whether considered in a proceeding at law or in equity).

(e) No Conflict. The execution and delivery of this Agreement and each Loan Document to which it is a party by it, and the performance by it of the transactions contemplated by this Agreement and the fulfillment by it of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust or other instrument to which it is a party or by which it or its properties are bound.

(f) No Violation. The execution and delivery by it of this Agreement and each other Loan Document to which it is a party, the performance by it of the transactions contemplated by this Agreement and each other Loan Document to which it is a party and the fulfillment by it of the terms hereof and thereof applicable to such party will not conflict with or violate any Applicable Law applicable to such party.

(g) No Proceedings. Servicer is not a party to any material pending or threatened action, suit, proceeding or investigation related to its respective business, (ii) there is no pending or, to the knowledge of Servicer, threatened action, suit, proceeding or investigation involving Servicer or its respective business that could reasonably be expected to prevent or materially delay the consummation by Servicer of the transactions contemplated herein, (iii) Servicer has not had any reason to believe that any material action, suit, proceeding or investigation may be brought or threatened against its business, (iv) Servicer is not a party or subject to any order, writ, injunction, judgment or decree of any Governmental Authority, (v) there is no action, suit, proceeding or investigation initiated by Servicer currently pending and (vi) Servicer has not had any existing accrued and/or unpaid indebtedness or similar obligations to any Governmental Authority or any other governmental payor.

(h) Compliance with Laws. Servicer (i) is in compliance with all Applicable Law, and (ii) is not in violation of any order of any Governmental Authority or other board or tribunal, except, in the case of both (i) and (ii), where noncompliance or violation could not reasonably be expected to be, have or result in a material adverse effect on its ability to execute and deliver, or perform under, this Agreement or any other Loan Document to which it is a party. Servicer has not received any notice that Servicer is not in material compliance in any respect with any of the requirements of any of the foregoing. Servicer has maintained in all material respects all records required to be maintained by any applicable Governmental Authority.

(i) Foreign Assets Control Regulations and Anti-Money Laundering. Servicer is in compliance in all material respects with all applicable U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. Servicer is not (i) a Person designated by the U.S. government on OFAC's list of Specially Designated Nationals and Blocked Persons (the SDN List), (ii) a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law.

(j) USA PATRIOT Act. Servicer is in compliance in all material respects with (a) the Trading with the Enemy Act, and each of OFAC's foreign assets control regulations and any other enabling legislation or executive order relating thereto, (b) the USA PATRIOT Act and (c) other federal or state laws relating to know your customer and anti-money laundering rules and regulations. No part of the proceeds of any Loan (as defined in the Loan Agreement) will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

Section 12. Notices. Any notice, report or other communication given hereunder shall be in writing, delivered by mail, overnight courier, electronic communication or facsimile and addressed as follows:

(a) if to the Owner, to:

CURO Receivables Finance II, LLC c/o CURO Management LLC 3527 North Ridge Road Wichita, KS 67205 Attention: Don Gayhardt





E-Mail: don.gayhardt@curo.com

With a copy to:

CURO Financial Technologies Corp. 3527 North Ridge Road Wichita, KS 67205 Attention: Vin Thomas E-Mail: vinthomas@curo.com

With a copy to the Servicer, at the address provided below.

(b) if to the Servicer, to:

CURO Management LLC 3527 North Ridge Road Wichita, KS 67205 Attention: Don Gayhardt E-Mail: don.gayhardt@curo.com

With a copy to:

CURO Financial Technologies Corp. 3527 North Ridge Road Wichita, KS 67205 Attention: Vin Thomas E-Mail: vinthomas@curo.com

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be delivered hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, hand delivered or faxed to the address of such party as provided above.

Section 13. Limitation of Liability; Indemnification.

(a) Except as provided in Section 13(b), neither the Servicer nor any of the directors, officers, partners, members, managers, employees, or agents of the Servicer in its capacity as Servicer shall be under any liability to the Owner or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer in accordance with this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against contractual liability under this Agreement for any breach of warranties or representations made herein, or any failure to perform any express contractual duties set forth herein, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder. The Servicer and any director, officer, employee, partner, member or manager or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any material expense or liability. In furtherance of its obligations hereunder, the Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Owner with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Owner hereunder.

(b) Subject to Section 13(a), the Servicer shall indemnify and hold harmless the Owner, the Agent, each Lender and their respective directors, officers, employees, partners, members or managers and agents (each, an Indemnified Person) from and against any and all loss, liability, claim, action, suit, cost, expense, damage or injury, of any kind and nature whatsoever, including any judgment, award, settlement, fines, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, Proceeding, investigation or claim (any of the foregoing, Losses) suffered or sustained by any of them by reason of any acts or omissions of the Servicer which are in breach of this Agreement or which arise by reason of willful misfeasance, bad faith or negligence in the Servicer's performance of its duties hereunder; provided that the Servicer shall not be obligated to indemnify any such Indemnified Person for any Losses that arise from the negligence or willful misconduct of such Indemnified Person or its affiliates, directors, officers, employees, partners, members, managers or agents.

Section 14. Amendments. This Agreement may be amended from time to time by a writing signed by the Servicer and the Owner, with the prior written consent of the Agent so long as the Loan Agreement remains outstanding.

Section 15. Successors and Assigns. This Agreement shall be binding on the parties' successors and assigns.





Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 17. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 18. Counterparts. This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement and each of the other Loan Documents may be executed and delivered by facsimile, portable document format (.pdf), or other Electronic Transmission all with the same force and effect as if the same was a fully executed and delivered original manual counterpart. Delivery of an executed electronic signature page of this Agreement and each of the other Loan Documents by facsimile, portable document format (.pdf), or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof and each party to this Agreement and each of the other Loan Documents agrees that it will be bound by its own signature and that it accepts the facsimile, portable document format (.pdf), or other electronic signature of each other party to this Agreement and each of the other Loan Documents. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Agreement or any Loan Document which has been converted into electronic form (such as scanned portable format (.pdf)), or an electronically signed Agreement or any Loan Document converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of such Agreement in an electronic form (Electronic Copy), which shall be deemed created in the ordinary course of the Administrative Agent's business, and destroy the original paper document. Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile, portable document format (.pdf), or other Electronic Transmission document or signature. The words execution, executed, signed, signature, and words of like import in this paragraph shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Electronic Transmission means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by electronic mail (e-mail) or E-Fax, or otherwise to or from an electronic system or other equivalent service.

Section 19. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 20. Non-Petition. Notwithstanding any prior termination of the Owner or this Agreement, the Servicer shall not at any time with respect to the Owner, acquiesce, petition or otherwise invoke or cause the Owner to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Owner under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Owner or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Owner.

Section 21. Third-Party Beneficiary. Notwithstanding anything to the contrary in this Agreement, both the Owner and Servicer agree that the Agent shall be deemed to be a third-party beneficiary of this Agreement and has the authority to enforce the provisions hereof.

[Signature page follows.]

1

123012898v2 123012898v4





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

CURO RECEIVABLES FINANCE II, LLC, a Delaware limited liability company

By: /s/Don Gayhardt Name: Donald F. Gayhardt Jr. Title: President & Chief Executive Officer

CURO MANAGEMENT, LLC, as Servicer

By: /s/Don Gayhardt Name: Donald F. Gayhardt Jr. Title: President & Chief Executive Officer





ANNEX A-- DEFINITIONS

Affiliate has the meaning set forth in the Loan Agreement.

Agent means Midtown Madison Management LLC, as agent under the Loan Agreement.

Applicable Law has the meaning set forth in the Loan Agreement.

Bank Receivable has the meaning set forth in the Loan Agreement.

Business Day has the meaning set forth in the Loan Agreement.

Collection Agency Agreement means a written agreement between the Owner and a Collection Agent.

Collection Agent means any collection agent retained by the Owner from time to time.

Collection Fees means any fees, expenses, reimbursements and other compensation payable to a Collection Agent by the Owner pursuant to a Collection Agency Agreement.

Collections has the meaning set forth in the Loan Agreement.

Governmental Authority has the meaning set forth in the Loan Agreement.

Lender has the meaning set forth in the Loan Agreement.

Liabilities is defined in Section 2(c).

Loan Agreement means the Loan and Security Agreement, dated as of April 8, 2020, by and among the Owner, the Lenders and the Agent.

Loan Document has the meaning set forth in the Loan Agreement.

Monthly Servicing Report has the meaning set forth in the Loan Agreement.

OFAC is defined in Section 11(i). Owner is defined in the preamble of this Agreement. Participation Interest has the meaning set forth in the Loan Agreement.

Payment Date has the meaning set forth in the Loan Agreement.

Person has the meaning set forth in the Loan Agreement.





Proceeding shall mean any suit in equity, action at law or other judicial or administrative proceeding.

Receivable has the meaning set forth in the Loan Agreement.

SDN is defined in Section 11(i).

Serviced Asset means (a) each Receivable owned by the Borrower, (b) each Participation Interest owned by the Borrower and (c) each Bank Partner Receivable related to a Participation Interest owned by the Borrower.

Servicer is defined in the preamble of this Agreement. Servicer Indemnified Parties is defined in Section 2(c).

Servicing Fee means, for any Servicing Period, an amount equal to the product of (a) 2.00%, (b) the daily average Receivable Balance of all Receivables serviced hereunder during such Servicing Period, and (c) a fraction, the numerator of which is the number of calendar days during such Servicing Period and the denominator of which is 360.

Servicing Period means a calendar month.

Servicing Standard is defined in Section 1(b).

Sub-Servicer is defined in Section 10(a).
[A]:
Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?