TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 99(k)(5) FORM OF BLOCKCHAIN ADMINISTRATION AND DEVELOPMENT AGREEMENT BETWEEN ARCA U.S. TREASURY FUND AND ARCA CAPITAL MANAGEMENT, LLC This Agreement (Agreement) is made as of [___], 2020 by and between ARCA U.S. TREASURY FUND, a Delaware statutory trust (the Fund), and ARCA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the Blockchain Administrator). WHEREAS, the Fund is a closed-end management investment fund that has registered as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act) and that intends to operate as an interval fund pursuant to Rule 23c-3 under the Investment Company Act; WHEREAS, the Fund desires to retain the Blockchain Administrator to provide services related to the development of ERC-1404 compatible digital securities and administration of the smart contracts underlying the Fund's digital securities in the manner and on the terms set forth herein; WHEREAS, the Blockchain Administrator is willing to provide such services to the Fund on the terms and conditions set forth herein; WHEREAS, the Blockchain Administrator will also serve as the Fund's investment adviser (the Adviser) pursuant to an Investment Advisory Agreement entered into by and between the Fund and the Adviser (as amended from time to time, the Advisory Agreement); and WHEREAS, the Fund bears all costs and expenses incurred in its operation, administration and transactions which are not specifically assumed by the Adviser pursuant to the Advisory Agreement or this Agreement. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Blockchain Administrator hereby agree as follows: 1. Duties of the Blockchain Administrator (a) The Fund hereby employs the Blockchain Administrator to act as the blockchain administrator of the Fund, and to furnish, or arrange for others to furnish, the services, personnel and facilities described below, subject to review by and the overall control of the Fund's Board of Trustees (the Board), for the period and on the terms and conditions set forth in this Agreement. (b) The Blockchain Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. (c) The Blockchain Administrator shall perform (or oversee, or arrange for, the performance of) development and administrative services necessary for the issuance of the Fund's shares as ERC-1404 compatible digital securities (Shares) and the on-going maintenance and administration of the smart contracts underlying such Shares. Without limiting the generality of the foregoing, the Blockchain Administrator shall provide the Fund with facilities, equipment, technology, coding and such other services as the Blockchain Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.

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Source: ARCA U.S. TREASURY FUND, N-2, 2/7/2020





(d) The Blockchain Administrator shall also, on behalf of the Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as the Blockchain Administrator shall deem to be necessary or desirable in connection with the issuance and transfer of the Fund's ERC-1404 compatible digital security,. (e) The Blockchain Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable; provided that nothing herein shall be construed to require the Blockchain Administrator to, and the Blockchain Administrator shall not, in its capacity as Blockchain Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Fund should purchase, retain or sell or any other investment advisory services to the Fund. (f) The Blockchain Administrator shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. (g) The Blockchain Administrator is hereby authorized to enter into agreements with other service providers pursuant to which the Blockchain Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. The Blockchain Administrator shall ensure that any such service provider shall operate in conformity with the requirements of the Investment Company Act and other applicable federal and state law and shall maintain books and records of the Fund (if any) in a manner substantially similar to Section 2 of this Agreement. 2. Maintenance of Records The Blockchain Administrator agrees to maintain and keep all books, accounts and other records of the Fund that relate to activities performed by the Blockchain Administrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Blockchain Administrator agrees that all records which it maintains for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Blockchain Administrator further agrees that all records which it maintains for the Fund pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Blockchain Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement. 3. Confidentiality The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. 4. Compensation; Allocation of Costs and Expenses (a) In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund's average annual net assets. Such fee shall be accrued daily and paid monthly in arrears.

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Source: ARCA U.S. TREASURY FUND, N-2, 2/7/2020





(b) The Fund shall bear all fees, costs and expenses incurred in connection with its operation, administration and transactions that are not specifically assumed by the Blockchain Administrator (or the Adviser, if not the Blockchain Administrator, pursuant to the Advisory Agreement), including but not limited to: (i) compensation of the Fund's Trustees who are not affiliated with the Fund's Adviser or the Fund's principal underwriter/distributor or any of their respective affiliates; (ii) taxes and governmental fees; (iii) interest charges; (iv) fees and expenses of the Fund's independent accountants and legal counsel; (v) trade association membership dues; (vi) fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of the Fund), transfer agent, registrar and dividend disbursing agent of the Fund; (vii) expenses of issuing, redeeming, registering and qualifying for sale shares of beneficial interest in the Fund; (viii) expenses of preparing prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; (ix) the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; (x) insurance premiums; (xi) brokerage and other expenses of executing portfolio transactions; (xii) expenses of shareholders' meetings; (xiii) organizational expenses; and (xiv) extraordinary expenses. 5. Limitation of Liability of the Blockchain Administrator; Indemnification The Blockchain Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Blockchain Administrator) shall not be liable to the Fund for any action taken or omitted to be taken by the Blockchain Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as blockchain administrator of the Fund, and the Fund shall indemnify, defend and protect the Blockchain Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Blockchain Administrator) (collectively, the Indemnified Parties) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Blockchain Administrator's duties or obligations under this Agreement or otherwise as administrator of the Fund. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Blockchain Administrator's duties or by reason of the reckless disregard of the Blockchain Administrator's duties and obligations under this Agreement. 6. Activities of the Blockchain Administrator The services of the Blockchain Administrator to the Fund are not to be deemed to be exclusive, and the Blockchain Administrator and its affiliates are free to render services to others. It is understood that trustees, officers, employees and stockholders of the Fund are or may become interested in the Blockchain Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Blockchain Administrator and directors, officers, members, managers, employees, partners and stockholders of the Blockchain Administrator and its affiliates are or may become similarly interested in the Fund as stockholders or otherwise. 7. Duration and Termination of this Agreement (a) This Agreement shall become effective as of the first date above written. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days' written notice, by the vote of a majority of the outstanding voting securities of the Fund or by the vote of the Fund's Trustees or by the Blockchain Administrator. The provisions of Section 5 of this Agreement shall remain in full force and effect, and the Blockchain Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Blockchain Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration, and Section 5 shall continue in force and effect and apply to the Blockchain Administrator and its representatives as and to the extent applicable.

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Source: ARCA U.S. TREASURY FUND, N-2, 2/7/2020





(b) This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (B) the vote of a majority of the Fund's directors who are not parties to this Agreement or interested persons (as such term is defined in Section 2(a)(19) of the Investment Fund Act) of any such party, in accordance with the requirements of the Investment Fund Act. (c) This Agreement will automatically terminate in the event of its assignment (as such term is defined for purposes of Section 15(a) (4) of the Investment Fund Act). 8. Notices Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office. 9. Amendments This Agreement may be amended pursuant to a written instrument by mutual consent of the parties. 10. Entire Agreement; Governing Law This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Fund Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Fund Act, the latter shall control. [Remainder of Page Intentionally Left Blank]

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Source: ARCA U.S. TREASURY FUND, N-2, 2/7/2020





IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. ARCA U.S. TREASURY FUND By: Name: Philip Liu Title: President ARCA CAPITAL MANAGEMENT, LLC By: Name: J. Rayne Steinberg Title: Chief Executive Officer 5

Source: ARCA U.S. TREASURY FUND, N-2, 2/7/2020 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?

SOLUTION: In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund's average annual net assets.

PROBLEM: Exhibit 10.26   EXECUTION VERSION   CONFIDENTIAL   DOMAIN NAME AND CONTENT LICENSE AGREEMENT   This Domain Name and Content License Agreement (the Agreement) is made and entered into, by and between Beijing SINA Internet Information Service Co., Ltd. (北京新浪互联信息服务有限公司), a limited liability company organized under the laws of the People's Republic of China (hereinafter Licensor) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of the People's Republic of China (Licensee and together with Licensor, the Parties and each a Party) and is made effective as of the Effective Date (defined below).   RECITALS   WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands (SINA), and CRIC Holdings Limited, a company organized under the laws of the Cayman Islands (CRIC), entered into that certain Share Purchase Agreement dated July 23, 2009 (the Share Purchase Agreement), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement);   WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it desires to license to Licensee and Licensee desires to obtain a license from Licensor to such domain names to use in connection with its operation of the Business on the terms and conditions set forth herein; and   WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju) entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original Agreement) and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to the consummation of the transactions contemplated by the Share Purchase Agreement.   NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of the Parties and the faithful performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:   ARTICLE I DEFINITIONS   As used herein, the following terms shall have the meanings ascribed to them below.   Action has the meaning set forth in Section 8.1.   Affiliate means, when used with respect to any specified Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, control (including the terms controlled by and under common control with) with respect to the

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.   Agency Agreement means that certain Advertising Sale Agency Agreement by and between SINA Corporation and China Online Housing Technology Corporation, dated as of the date hereof.   Business means an online real estate media platform in the PRC that (i) provides information and updates related to real estate, home furnishing and construction in the PRC and provides real estate, home furnishing and construction advertising services, and (ii) operates a business-to-business and business-to-consumer Internet platform targeting participants in the PRC real estate industry, in each case, as currently conducted or contemplated to be conducted on the websites owned or operated by Licensee or any of Licensee's Affiliates in the PRC.   Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Beijing.   Change of Control means (i) the consummation of any acquisition or purchase, directly or indirectly, by any Person or related group of Persons, that results in a Competitor owning more ordinary shares in CRIC than E-House and SINA, and in each case, their respective controlled Affiliates, own in the aggregate or (ii) an event pursuant to which a Competitor acquires the right to nominate a member to the board of directors of CRIC.   Claimant has the meaning set forth in Section 10.12.   Commission has the meaning set forth in Section 10.12.   Competitor means any Person whose business includes an online portal.   Confidential Information has the meaning set forth in Section 9.1.   Content means text, graphics, information and data and other content, whether supplied by Licensee, Licensor, end users or third party providers.   Dispute has the meaning set forth in Section 10.12.   Effective Date means the Closing Date as set forth in the Share Purchase Agreement.   E-House Licensed Data and Information means the data and information licensed to CRIC Holdings Limited and its subsidiaries, for the operation of the CRIC system pursuant to the Master Transaction Agreement.   2

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  Governmental Authority means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.   Initial Term has the meaning set forth in Section 6.1.   Law means any federal, national, supranational, state, provincial, local or similar statute, law or ordinance, regulation, rule, code, order, requirement or rule of law (including common law).   Licensed Content shall mean all Content (i) whose copyright is owned by Licensor; or (ii) owned by a third party provider but is sublicensable by Licensor to Licensee without requiring the payment of any additional fee to any third party and without violating the terms of any agreement with such third party provider, together with all updates to and substitutions therefor as may be implemented by Licensor or such third party provider.   Licensed Domain Names means the domain names listed on Exhibit A attached hereto.   Licensee Parties has the meaning set forth in Section 8.1.   Licensor Parties has the meaning set forth in Section 8.2.   Master Transaction Agreement means the Master Transaction Agreement entered into by and between E-House (China) Holdings Limited and CRIC Holdings Limited, dated as of July 27, 2009.   Operating Content has the meaning set forth in Section 2.2.   Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.   PRC means the People's Republic of China, excluding Hong Kong, Macau and Taiwan.   Recipient has the meaning set forth in Section 9.1.   Respondent has the meaning set forth in Section 10.12.   Rules has the meaning set forth in Section 10.12.   Software License Agreement means that certain Software License and Support Services Agreement by and between Beijing SINA Internet Information Service Co., Ltd. and SINA Leju dated as of [ ].   Term has the meaning set forth in Section 6.1.   3

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  Trademark License Agreement means that certain Trademark License Agreement by and between Beijing SINA Internet Information Service Co., Ltd. and Licensee dated as of [ ].   ARTICLE II GRANT OF LICENSE   2.1. Grant of Licenses.   (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee's use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees.   (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee's use of the Licensed Content under the terms of this Agreement shall be free of any fees.   (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.   2.2. Other Content. Licensee may desire to use Content other than Licensed Content, from time to time, in connection with the websites associated with the Licensed Domain Names (Operating Content). Licensee may independently enter into an agreement with the owner of the Operating Content to secure Licensee's right to use such Operating Content, and shall be solely responsible for the cost and expense associated with procuring such Content. For the avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto Licensee's websites or through use of the Licensor's software pursuant to the Software   4

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  License Agreement. If Licensee requests Licensor to enter into such an agreement on behalf of Licensee and to provide the Operating Content to Licensee, Licensor and Licensee shall discuss such request in good faith; provided, however, if Licensor agrees to procure and provide such Operating Content, Licensee shall reimburse Licensor for all reasonable, incremental costs that Licensor incurs which are attributable to Licensee's request. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to obtaining Content and, as a result of Licensee's request for Operating Content pursuant to this Section 2.2, must hire an additional full time employee to handle Licensee's request, Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in handling Licensee's requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by Licensee to procure Operating Content under this Section 2.2. Unless otherwise agreed to by the Parties, any Operating Content obtained on Licensee's behalf by Licensor shall be for Licensee's use only and shall not be used by Licensor or its Affiliates or provided or made available to any third parties by Licensor.   2.3. Fees. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including, but not limited to, discounted services offerings from the third party).   ARTICLE III QUALITY CONTROL   3.1. Licensee Control. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all aspects of the websites and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and-feel and the Content of such websites.   3.2. Content Distribution. Licensor shall make available to Licensee the Licensed Content in substantially the same manner and with substantially the same speed and efficiency as such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through Licensor's content database, but in no event with less speed, efficiency, or a lesser level of access than Licensor provides with respect to its own operations. Licensee agrees to use the Licensed Domain Names only in accordance with such content distribution policy that Licensor uses in connection with its own business, and as may be established by Licensor and communicated in writing in advance to Licensee from time to time or as may otherwise be agreed to by the Parties from time to time, provided that Licensee shall be afforded the same period of time to implement any such content distribution policy as is afforded to Licensor's Affiliates and other third parties.   5

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  3.3. Website Monitoring and Censoring.   (a) Licensee Obligations. Licensee shall monitor and censor all Content on the websites associated with the Licensed Domain Names, including without limitation Content posted by end users. Licensor shall also have the right to monitor and censor Content of the websites associated with Licensed Domain Names. Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written notice from Licensor or such Governmental Authority. Licensee's failure to comply with this Section 3.3(a) shall be deemed a material breach of this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that Licensor shall have the right to remove such offending Content from the websites associated with Licensed Domain Names.   (b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives notice from any Governmental Authority that the websites associated with the Licensed Domain Names contain offending Content where (i) the basis or nature of such offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from such Governmental Authority, Licensor shall promptly notify Licensee of Licensor's receipt thereof. Licensee shall then use best efforts to remove such Content as soon as possible in accordance with the instructions of such Governmental Authority. Notwithstanding the foregoing or anything in Section 8.2 to the contrary, in the event Licensor fails to notify Licensee of Licensor's receipt of such notice from a Governmental Authority, such that Licensee does not have sufficient time to remove such offending Content, Licensee shall not be liable for any fines or penalties imposed by a Governmental Authority in connection with such offending Content.   3.4. Compliance with Laws. Licensee shall ensure that the Business complies with all applicable Laws in respect of operation, advertising and promotion of the Business and use of the Licensed Domain Names and Licensed Content in connection therewith.   3.5. Restrictions. Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term SINA, (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term SINA in the name of Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials. In the event that Licensor reasonably determines that any violation of the foregoing by Licensee poses an immediate harm to Licensor's business, reputation or goodwill, Licensee shall promptly, following receipt of notice from Licensor, cease and desist all such non-conforming uses.   6

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  ARTICLE IV OWNERSHIP   4.1. Ownership. Licensee acknowledges that, as between the Parties, Licensor (or its third party providers) is the owner of all right, title and interest in and to the Licensed Domain Names and Licensed Content, and all such right, title and interest shall remain exclusively with Licensor (or its third party providers).   4.2. Prosecution and Maintenance. As between Licensee and Licensor, Licensor shall have the sole and exclusive right and obligation to maintain and renew registrations for the Licensed Domain Names during the Term, and shall do so at its own cost and expense during the Term. Licensee shall not engage in the foregoing affairs, in particular, Licensee shall not change or apply for change of the domain name registration service agency for the Licensed Domain Names during the Term of this Agreement.   ARTICLE V ENFORCEMENT   5.1. Licensor Enforcement.   (a) Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at Licensor's cost and expense, to prevent or terminate misuse, infringement, dilution, misappropriation, imitation or illegal use by third parties of the Licensed Domain Names or Licensed Content.   (b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that the Licensor may undertake under this Section 5.1 (including, without limitation, executing, filing and delivering all documents and evidence reasonably requested by the Licensor) and shall lend its name to such action, suit or proceeding if reasonably requested by the Licensor or required by applicable Law. All reasonable out-of-pocket expenses incurred by the Licensee in connection therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense.   (c) All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken under this Article V, or from any settlement or compromise thereof, shall be for the benefit of the Licensor, provided, however, that any compensation granted or awarded in light of any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor's reasonable expenses for taking such action, suit or proceeding have been paid.   ARTICLE VI TERM AND TERMINATION   6.1. Term. The initial term of this Agreement (the Initial Term) shall commence on the Effective Date and shall continue for a period of ten (10) years thereafter. Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use   7

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  good faith efforts to negotiate an extension of the term of this Agreement (the Initial Term together with any applicable extension, the Term).   6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement in the event that the other Party (a) becomes insolvent or unable to pay its debts as they mature; (b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are commenced against such other Party or on its behalf, under any bankruptcy, insolvency or debtors' relief law and such proceedings have not been vacated or set aside within seven (7) days from the date of commencement thereof.   6.3. Termination for Breach.   (a) By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to cure.   (b) By Licensee. Licensee may terminate this Agreement at any time in the event that the Licensor is in material default or breach of any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to cure.   6.4. Termination for a Change of Control. Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence of a Change of Control.   6.5. Termination in the Event of Termination of Agency Agreement. In the event that the Agency Agreement is terminated pursuant to Section 9.02(c)(iii) or 9.02(d)(i) thereof, this Agreement shall automatically be terminated as of the effective date of the termination of the Agency Agreement and shall thereafter be of no further force or effect except as set forth in Section 6.7.   6.6. Effect of Termination.   (a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution. Upon expiration of this Agreement or such 90-day period, (i) all rights granted to Licensee under this Agreement with respect to the Licensed Domain Names and Licensed Content shall immediately cease, and (ii) Licensee shall immediately discontinue all use of the Licensed Domain Names and Licensed Content.   8

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  (b) Upon termination or expiration of the Agency Agreement (other than as described in Section 6.5), Licensee's rights under Section 2.1(b) are terminated and Licensee shall immediately discontinue all use of the Licensed Content, provided, however that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.   6.7. Survival. The duties and obligations of the Parties under Articles IV, VI, VIII, IX and X and Section 7.2 of this Agreement shall survive any termination or expiration of this Agreement.   ARTICLE VII REPRESENTATIONS AND WARRANTIES   7.1. Representations and Warranties.   (a) By Each Party. Each of Licensee and Licensor represents and warrants to each other Party that: (a) it is a corporation duly incorporated, validly existing and in good standing under applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within its corporate powers; (c) it has taken necessary steps to obtain authority and all necessary consents and approvals of any other third party or Governmental Authority to execute and perform this Agreement; (d) this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the rights of creditors' generally or by general principals of equity; and (e) the execution, delivery and performance of this Agreement will not conflict with or result in any breach of its charter or certificate of incorporation, bylaws, or other governing document, or any instrument, obligation, or contract to which it or its properties is bound.   (b) By Licensor. Licensor represents and warrants that:   i. It has the right to grant the licenses granted to Licensee hereunder; and   ii. The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder in connection with the Licensed Domain Names and Licensed Content are, substantially similar to the Licensed Content and the Licensed Domain Names and the rights that were granted to SINA Leju in connection therewith prior to the Effective Date.   7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SHARE PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, VALIDITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.   9

  ARTICLE VIII INDEMNIFICATION   8.1. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensee Parties) from and against any claim, suit, demand or action (Action), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims arising out of or resulting from any breach by Licensor of any provision of this Agreement. Licensor's obligation to indemnify Licensee shall be conditioned on (a) Licensee's provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee's reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor's cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee's prior written consent, not to be unreasonably withheld or delayed).   8.2. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensor Parties) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor's failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee's obligation to indemnify Licensor shall be conditioned on (x) Licensor's provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor's reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee's cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor's prior written consent, not to be unreasonably withheld or delayed).   ARTICLE IX CONFIDENTIALITY   9.1. Confidential Information. In performing its obligations under this Agreement, either Party (the Recipient) may obtain certain Confidential Information of the other Party. For purposes of this Agreement, Confidential Information shall mean information, documents and other tangible things, provided by either Party to the other, in whatever form, relating to such Party's business and marketing, including such

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Party's financial information, personal information, customer lists, product plans and marketing plans, whether alone or in its compiled form and whether marked as confidential or not. The Recipient shall maintain in   10

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  confidence all Confidential Information and shall not disclose such Confidential Information to any third party without the express written consent of the other Party except to those of its employees, subcontractors, consultants, representatives and agents as are necessary in connection with activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Recipient shall exercise the same degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. The Recipient shall ensure that each of its employees, subcontractors, consultants, representatives and agents holds in confidence and makes no use of the Confidential Information for any purpose other than those permitted under this Agreement or otherwise required by Law. Upon request by the other Party, the Recipient shall return, destroy or otherwise handle as instructed by the other Party, any documents or software containing such Confidential Information, and shall not continue to use such Confidential Information.   9.2. Exceptions. The obligation of confidentiality contained in Section 9.1 shall not apply to the extent that (a) the Recipient is required to disclose information by order or regulation of a Governmental Authority or a court of competent jurisdiction; provided, however, that, to the extent permitted by applicable Law, the Recipient shall not make any such disclosure without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure; or (b) the Recipient can demonstrate that (i) the disclosed information was at the time of such disclosure to the Recipient already in (or thereafter enters) the public domain other than as a result of actions of the Recipient, its directors, officers, employees or agents in violation hereof, (ii) the disclosed information was rightfully known to the Recipient prior to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to other agreements in effect between the Parties), or (iii) the disclosed information was received by the Recipient on an unrestricted basis from a source unrelated to any Party and not under a duty of confidentiality to the other Party.   ARTICLE X GENERAL PROVISIONS   10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in accordance with applicable Law. If any Party pays any taxes that should have been borne by the other Party in accordance with Law, such other Party shall reimburse such Party within seven (7) days after its receipt of documentation evidencing such tax payment so incurred by such Party.   10.2. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.   10.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of delivery if delivered in person or by messenger service, (ii) on the date of confirmation of receipt of transmission by facsimile (or, the first (1 ) Business Day following such receipt if (a) such   11

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  date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1 ) Business Day following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.3):   if to Licensor:   SINA Corporation 20/F Beijing Ideal International Plaza No. 58 Northwest 4th Ring Road Haidian District, Beijing, 100090 People's Republic of China Facsimile: +86 10 8260 7166 Attention: Head of Legal Department (Xie Guomin)   with a copy (which shall not constitute notice) to:   Shearman & Sterling LLP 12  Floor East Tower, Twin Towers B-12 Jianguomenwai Dajie Beijing 100022 People's Republic of China Facsimile: +86 10 6563 6001 Attention: Lee Edwards, Esq.   if to Licensee:   Beijing Yisheng Leju Information Services Co., Ltd. c/o CRIC Holdings Limited No. 383 Guangyan Road Shanghai 200072 People's Republic of China Facsimile: + 86 (21) 6086 7111 Attention: President   with a copy (which shall not constitute notice) to:   Skadden, Arps, Slate, Meagher & Flom 42/F, Edinburgh Tower, The Landmark 12 Queen's Road Central, Hong Kong Facsimile: +852 3740 4727 Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.   10.4. Public Announcements. Other than (i) the filing with the SEC of the Form F-1, any amendments thereto and any other documents filed in connection with the Form F-1,   12

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  including the filing of this Agreement or (ii) any communications with the relevant stock exchange or regulators in connection with the IPO, in each case, as deemed necessary or desirable in the sole discretion of CRIC, neither party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.   10.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.   10.6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and thereto (including the Original Agreement).   10.7. Assignment. This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.   10.8. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, both Parties or (b) by a waiver in accordance with Section 10.9.   10.9. Waiver. Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other Party or conditions to such Party's obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.9 or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other representation, warranty, agreement, condition or obligation. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.   13

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  10.10. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.   10.11. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the application of the laws of another jurisdiction).   10.12. Dispute Resolution. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (each, a Dispute), shall to the extent possible be settled through friendly consultation among the Parties hereto. The claiming Party (the Claimant) shall promptly notify the other Party (the Respondent) in a dated written notice that a Dispute has arisen and describe the nature of the Dispute. Any Dispute which remains unresolved within sixty (60) days after the date of such written notice shall be submitted to the China International Economic and Trade Arbitration Commission (the Commission) to be finally settled by arbitration in Beijing, PRC in accordance with the Commission's then effective rules (the Rules) and this Section 10.12. The language of the arbitration shall be Mandarin Chinese.   (b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall appoint one (1) arbitrator, the Respondent shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed shall appoint a third arbitrator. If the Claimant and the Respondent fail to appoint one (1) arbitrator, or the two (2) arbitrators appointed fail to appoint the third arbitrator within the time periods set by the then effective Rules, the relevant appointment shall be made promptly by the Commission.   (c) Any award of the arbitration tribunal established pursuant to this Section 10.12 shall be final and binding upon the Parties, and enforceable in any court of competent jurisdiction. The Parties shall use their best efforts to effect the prompt execution of any such award and shall render whatever assistance as may be necessary to this end. The prevailing Party (as determined by the arbitrators) shall be entitled to reimbursement of its costs and expenses, including reasonable attorney's fees, incurred in connection with the arbitration and any judicial enforcement, unless the arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of costs.   (d) The foregoing provisions in this Section 10.12 shall not preclude any Party from seeking interim or conservatory remedies, including injunctive relief, from any court having jurisdiction to grant such relief.   10.13. No Presumption. The Parties acknowledge that each has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed   14

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  ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.   10.14. Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a party hereto may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.   10.15. Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement during any period in which such Party cannot perform due to hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any Governmental Authority, provided, however, that the Party so delayed immediately notifies the other Party of such delay. In no event shall such nonperformance by Licensee be excused due to any such event for longer than ninety (90) days.   10.16. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.   10.17. Termination of Original Agreement. Pursuant to the Mutual Termination Agreement set forth in Exhibit B attached hereto, the Original Agreement shall be terminated as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective unless and until the Mutual Termination Agreement set forth in Exhibit B is executed.   [SIGNATURES ON NEXT PAGE]   15

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  IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representatives on the date first set forth above.

  Beijing SINA Internet Information Service Co., Ltd.

  By:   /s/ Charles Chao



  Name:



  Title:

  Beijing Yisheng Leju Information Services Co., Ltd.

  By:   /s/ Fei Cao



  Name:



  Title:     16

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  EXHIBIT A   LICENSED DOMAIN NAMES   house.sina.com.cn   jiaju.sina.com.cn   construction.sina.com.cn   17

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term "SINA", (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names

PROBLEM: Exhibit 10.22



                      1

                   Strategic Alliance Agreement                     Intricon Corporation  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States                   and                   Dynamic Hearing Pty Ltd  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA





      AGREEMENT     This Agreement is entered into and is effective as of the 1st day of October, 2008 (Commencement Date) by and between IntriCon  Corporation, a Pennsylvania Corporation having a place of business at 1260 Red Fox Road, Arden Hills, Minnesota 55112 USA (hereinafter  IntriCon) and Dynamic Hearing Pty Ltd a Corporation organized under the laws of Victoria, Australia and having a place of business at 2 Chapel  Street, Richmond, Victoria 3121, Australia (hereinafter Dynamic Hearing) agree to collaborate with each other as a Strategic Alliance. As such, this  Strategic Alliance Agreement (SAA) outlines the principles and the understanding of the parties and defines related terms and conditions.     WHEREAS, Dynamic Hearing has developed technology useful for products in the Hearing Health (HH) Assisted Listening Device  (ALD) and Professional Communications (PADA) markets and DSP platforms which are hereinafter defined.     WHEREAS, IntriCon has also developed technology for the HH, ALD and PADA markets and DSP platforms.

   1.1 The purpose of this alliance is to exploit the parties' complimentary capabilities for producing DSP Technology products for the HH,  ALD, and PADA markets.

   The following terms in the context of this SAA shall have the following meanings:

   An Assisted Listening Device (ALD) is a



   Hearing Aids are amplification devices primarily designed to compensate for hearing loss, designed for listening only (through a  microphone, telecoil, Direct Audio Input or other similar audio pathways and run on a low power hybrid circuit. Hearing Aids may include in-the- ear Hearing Aids (ITE), behind-the-ear Hearing Aids (BTE), or completely-in-the-canal Hearing Aids (CIC).

   Professional Audio/Communication Devices (PADA)  are wired or wireless headsets or other devices used for one-way or two-way  communications in professional or industrial settings such as law enforcement, sport events, professional performances, search and rescue, and  military operations.     2

  1.0    Purpose

  2.0    Definitions

       2.1    Assisted Listening Devices

       1.    One way communications device           2.    Used for hearing protection or listening in challenging environments, and           3.    Contains Ultra Low Power (ULP) DSP and or ULP Wireless technology

       2.2    Hearing Aids:

       2.3    Professional Audio/Communication Devices







   DSP means digital signal processing. More specifically, for the purposes of this SAA, DSP Technology shall mean ON Semiconductor  hardware and firmware algorithms used for the HH, PADA and ALD markets. Hardware shall include the ON Semiconductor Ezairo DSP, and the  Single Chip Hearing Amplifier (SCHA) from ON Semiconductor.

   IntriCon Technology is that technology:







   Dynamic Hearing Technology is that technology:







   K/S HIMPP (hereinafter HIMPP) is a Danish partnership that owns numerous patents relating to Hearing Aids and associated  technologies.

   HIMSA otherwise known as Hearing Instruments Manufacturers'  Software Association is a privately owned company that has  developed a standardized hearing care software system.     3

       2.4    DSP Technology:

       2.5    IntriCon Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority;

       (ii)    or has a patent pending, or

       (iii)    is Technology under record of invention.

       2.6    Dynamic Hearing Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority; or

       (ii)    has a patent application pending, or

       (iii)    is Technology under record of invention.

       2.7    K/S HIMPP:

       2.8    HIMSA:







   Base Product means the DSP Technology including the ON Semiconductor Ezairo or SCHA chips, the EEPROM and the firmware loaded  onto the EEPROM and the minimum printed circuit board package necessary to connect and house these items. The Base Product does not  include additional PCB or flex circuits necessary to connect to other components of an Enhanced Product.

   Enhanced Product means a value added assembly or completed Hearing Aid or Assistive Listening Device which includes the Base  Product as one of the component devices. The Enhanced Product may include other electronic components, flex circuitry, microphones, a receiver,  plastic housings, volume controls, trimmer potentiometers, push button switches, programming connectors and other components.

   Contact Center means a group of people who use Contact Center Products and provide telemarketing, mail ordering, customer care,  technical support and similar functions either directly for an enterprise or on an outsourced basis by using automatic call directors for inbound  centers and predictive dialers for outbound centers. A Contact Center may also use software-based systems rather than physical equipment.

   Contact Center Products means any product, including without limitation, headsets (cordless or corded), amplifiers, telephones, soft  phones, and software-based systems that are used in Contact Centers. For purposes of clarification, no product shall be deemed a Contact Center  Product unless it is used in a Contact Center, including, without limitation, Bluetooth Products.











     4

       2.9    Base Product

       2.10    Enhanced Product

       2.11    Contact Center

       2.12    Contact Center Products

       2.13    Miscellaneous Definitions:

       (a)    headings are for convenience only and do not affect interpretation;

       (b)    the singular includes the plural and conversely;

       (c)    the meaning of general words introduced by including, or for example, or similar expressions is not limited by specific  examples;

       (d)    a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

       (e)    a reference to a clause or Exhibit is a reference to a clause of, or an Exhibit to, this Agreement;















   unless the context requires otherwise terms in bold italics have the meaning given below:     Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia;     Confidential Information means information in relation to a party, including its business activities that

   in connection with this Agreement whether the information is in oral, visual or written form or is recorded or embodied in any other  medium and includes all such information disclosed to, or accessed by, the other party before this Agreement commences;     Exclusivity Date means October 1, 2008, the date Intricon makes its first quarterly payment of the Minimum Payment;     Identified Party means a party identified in Exhibit C before January 1, 2009 and all other parties are unidentified parties;     Improvements mean any modification, improvement, enhancement or development to the Licensed Subject Matter excluding always a  development, modification, improvement or enhancement that is patentable in its own right or which is proprietary information of  IntriCon.     Key Personnel means Elaine Saunders and Anthony Shilton;     5

       (f)    a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as  amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other  agreement or document;

       (g)    a reference to a party to this Agreement includes the party's successors, permitted substitutes and permitted assigns  (and, where applicable, the party's legal personal representatives);

       (h)    a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative  provision substituted for it and a regulation or statutory instrument issued under it;

       (i)    if a translation of this Agreement into any other language is produced, the original English version is to be the  definitive version of this Agreement;

       (j)    the term Related Body Corporate has the meaning given in the Corporations Act 2001 (C'th); and

       (a)    is disclosed to the other party by or on behalf of the first party;           (b)    is acquired by the other party directly or indirectly from the first party; or           (c)    otherwise comes to the knowledge of the other party,





      Licensed Subject Matter means Dynamic Hearing's Technology, Software, and Documentation as described in Exhibit A and Exhibit B, in  respect of which IntriCon is granted a license under this Agreement;     Product means a Base Product Unit or an Enhanced Product Unit;     For purposes of computing Royalty Payments, a sale shall occur when IntriCon receives payment from a customer for a Base Product  Unit., or an Enhanced Product containing a Base Product;     Services means technology transfer and other support provided to IntriCon by Dynamic Hearing;     Base Product Unit means a single Base Product item;     Territory means the world; and     Use means, in relation to:

   2.14 Additional definitions are provided in Exhibits A and B attached here to which are considered to be part of this Agreement.

   3.1 Term: The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory  agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.     3.2 Dynamic Hearing grants to IntriCon in accordance with this Agreement, for the Term, a license, to Use Dynamic Hearing's  Technology, Software and Documentation developed as of the Commencement Date to manufacture, import, sell and offer for sale throughout the  Territory, Products containing Dynamic Hearing's Technology and Software. This grant specifically excludes products for Contact Centers, and  the use of ADRO Technology in electrical stimulation of the auditory system.     3.3 IntriCon accepts that Dynamic Hearing owns all rights in relation to the Licensed Subject Matter except for those rights being  specifically granted hereunder, and that Dynamic Hearing is under no obligation to provide the source code of any software.     3.4 Commencing on the Exclusivity Date, and continuing for so long as IntriCon continues to make such payments, the license granted to  IntriCon under this Agreement will, subject to the terms and conditions of this Agreement, be exclusive for Hearing Aids. The exclusivity shall not  prevent Dynamic Hearing entering into agreements with any Identified Party subject to the terms herein. On or before January 1, 2009, Dynamic  Hearing will provide IntriCon with an updated version of Exhibit C which will include a complete list of identified parties. After January 1, 2009, no  additions to Exhibit C are allowed unless agreed to by IntriCon in writing.     6

       (a)    the Technology, make, hire, sell or otherwise dispose of the product, offer to make, sell, hire or otherwise dispose of it, use or  import it; and           (b)    the Software and Documentation to reproduce any copyright works subsisting in such software or documentation.

  3.0    License Grant





      3.5 IntriCon acknowledges that Dynamic Hearing's rights to license technology and software to companies manufacturing implantable  devices is not restricted in any way.     IntriCon acknowledges that Dynamic Hearing's rights to license any Dynamic Hearing Technology or Software to Identified Parties, and  provide support as agreed with Identified Parties, is in no way restricted.     3.6 No further design support will be given to Sound Design Technologies, Ltd (hereinafter Sound Design) which includes the recent  purchase of Gennum Corporation's hearing instrument business after 30 October 2009, if all conditions of IntriCon's exclusivity are met.     3.7 Intricon acknowledges that Dynamic Hearing is negotiating with several third parties regarding licensing Dynamic Hearing  Technology and Software, relating to its Hearing Aid Designer™ and other products and services. The rights granted under such agreements shall  be included as exceptions to the exclusivity of IntriCon's License Grant, if such agreements are executed by Dynamic Hearing and the third party  before January 1, 2009. Such third parties and their relevant subsidiaries will be Identified Parties and added to the Exhibit C. Agreements with  identified parties are allowed exceptions and no Agreements are allowed with unidentified parties.     3.8 Commencing on October 1, 2008, and continuing for so long as IntriCon continues to make minimum payments as defined in 4.3,  Dynamic Hearing agrees that it will not license any Dynamic Hearing Technology for Hearing Aids, subject to Clause 3.5.     3.9 If any Identified Party, (with the exception of Sound Design) purchases DSP product sold or made by IntriCon with Dynamic  Hearing's Hearing Aid Designer™ software and requests assistance to achieve HIMPP compliance for products using such DSP chips, IntriCon  will use its best efforts to comply with the request for HIMPP compliance.     3.10 Where IntriCon supplies Products to a third party, IntriCon will, at its cost:



   7

       (a)    obtain and maintain all governmental and regulatory approvals necessary for it to exercise, and comply with all laws and  regulations applicable to the exercise of, its license rights under this Agreement; and

       (b)    comply, and ensure that all Products comply, at all times with any technical standards as may reasonably be required  by law, and any licensing requirements, standards, or protocols established by the Hearing Instrument Manufacturers'  Software Association (HIMSA) and the Hearing Instrument Manufacturers'  Patent Partnership (HIMPP), it being  acknowledged that Dynamic Hearing makes no representation or warranty that the exercise of the rights granted under  this Agreement will not infringe any rights held by HIMSA, HIMPP or any other third party.





      3.11 Where Dynamic Hearing supplies Dynamic Hearing Technology directly to a customer on DSP chips supplied by IntriCon, then,  IntriCon will use its best efforts to comply with the request for HIMPP compliance or notify the third party customer of the customers obligations,  as per 3.10 (a) and (b).     3.12 Dynamic Hearing may continue indefinitely selling products and services to new customers using the ON Semiconductor DSP  hybrid chip. For the absence of doubt, the Exclusivity grant of 3.2 does not restrict Dynamic Hearing from licensing Dynamic Hearing Technology  and DSP Software on any ON Semiconductor platform, purchased by a third party or by Dynamic Hearing, from IntriCon. With the exception of the  Identified Parties, Dynamic Hearing agrees that it will not sell the Dynamic Hearing DSP Software for Hearing Aids configured to run on any  hardware other than that provided by ON Semiconductor, except in circumstances as described in this Agreement. Dynamic Hearing may continue  to sell products and services to non-Hearing Aid Customers using the ON Semiconductor DSP hybrid chips including the Bela Signa.     3.13 Dynamic Hearing and IntriCon shall undertake a mutual roadmap review and agree whether or not the current ON Semiconductor  chips will meet market requirements. If the Parties agree that the ON Semiconductor chips will not meet market requirements, IntriCon shall have six  (6) months to correct the material deficiency. Material deficiency means that ON Semiconductors must have a chip that is within 10% of the best in  class performance on each one of these characteristics: physical size, power supply current, computational capability and cost. If IntriCon is  unable or unwilling to remedy such deficiency, IntriCon will lose its exclusivity under this license.     3.14 IntriCon agrees that nothing in this Agreement precludes Dynamic Hearing from licensing Dynamic Hearing Technology, including  the ADRO™ Algorithm to manufacturers, including Siemens AG, Sonova Holdings AG, GN Resound Group, William Demant Holding A/S, Widex  A/S, Starkey Laboratories Inc, and Cochlear Ltd.     3.15 Nothing herein shall preclude Dynamic Hearing from making and selling its own Hearing Aids. Nothing in this agreement prevents  Dynamic Hearing from selling Hearing Aids manufactured by third parties in Dynamic Hearing's own clinics.     3.16 No other exception to IntriCon's exclusive license being granted herein shall exist unless such exception is specifically identified by  a supplemental agreement between IntriCon and Dynamic Hearing.

   4.1 IntriCon's payments to Dynamic Hearing will comprise two payment components. A first payment component (minimum payment) will  be a technology access fee for access to Dynamic Hearing Technology on a non-exclusive basis. A second payment component hereinafter  (Second Component) will be for exclusive rights to Dynamic Hearing Technology as such exclusive rights are defined herein. The second  component may comprise a combination of a royalty payment and fees for services.     8

  4.0    Payments





      4.2 IntriCon will pay to Dynamic Hearing a fixed technology access fee of US$300,000 annually (hereinafter Access Fee), the payment  of the technology access fee to be paid on a quarterly basis at the beginning of each calendar quarter. Payment of the technology Access Fee will  maintain IntriCon's non-exclusive rights to Dynamic Hearing Technology.     4.3 To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to  Dynamic Hearing as set out in the Minimum Payment Schedule. The Minimum Payment consists of the Access Fee of US$300,000 per annum and  the Second Component that increases from year to year.     Minimum Payment Schedule (All amounts are in US Dollars):

   The Minimum Payments will be paid quarterly in advance in equal installments at the beginning of each royalty quarter, as defined in 4.7.  The first quarterly Minimum Payment (for the quarter beginning 1st October, 2008) shall be made at the date of signing of this Agreement and the  second quarterly minimum payment shall be made at January 1, 2009 with all further quarterly Minimum Payments following the schedule as  defined in 4.7.     4.4 Intricon is entitled to credit for any amounts payable to Dynamic Hearing arising from per unit royalties and fees for services up to the  value of the corresponding quarterly Second Component. In quarters where the per unit royalties and fees for services are less than the  corresponding quarterly Second Component, IntriCon may carry forward the remaining credit to be offset against future quarters per unit royalties  and fees for services.     Any amounts due from per unit royalties and fees for services that exceed the value of the corresponding quarterly payment of the  Second Component, net of any carried forward credit, will be paid within 30 days of the end of that royalty quarter.     4.5 Once IntriCon has paid the minimum payments in 4.3, no further minimum payments, both Access Fee and Second Component, are  required for access to Dynamic Hearing Technology or to maintain exclusivity over the term of this Agreement. IntriCon will continue to have the  obligation to pay royalty payments under 4.9 and fees for services under 4.8.     4.6 In the event IntriCon has not yet paid the minimum payments and should IntriCon choose not to continue access to Dynamic Hearing  Technology on an exclusive basis as referred to in 4.3, the following amounts will be payable:

   9

            PAYMENT  YEAR

MINIMUM PAYMENT    ACCESS FEE    SECOND COMPONENT

Year 1    $400,000    $300,000    $100,000    Year 2    $700,000    $300,000    $400,000    Year 3    $1,100,000    $300,000    $800,000    Year 4    $1,600,000    $300,000    $1,300,000    Year 5    $2,100,000    $300,000    $1,800,000

       (1)    the technology Access Fee payable quarterly in advance in equal installments at the beginning of each royalty quarter  and;







   4.7 Payment year 1 of this agreement shall start at the commencement date and the first royalty quarter will be completed at the end of the  calendar quarter. Subsequent royalty quarters will correspond with the calendar quarters ending on the last days of March, June, September and  December respectively.     4.8 Dynamic Hearing shall provide engineering and other services (hereinafter Fees For Services)  to IntriCon on a timetable to be  agreed upon in writing forming part of this agreement as an exhibit. Dynamic Hearing will invoice IntriCon on a quarterly basis 30 days from the  end of the quarter for engineering and services that exceed 260 hours in a single month at the rate of $150 per hour. Payments for such services  shall be due and payable within 30 days of the end of that royalty quarter. There will be no charge by Dynamic Hearing to IntriCon for the first 260  hours of engineering and services provided each month, however, any unused hours will not be carried forward as credit to subsequent months or  be entitled to be offset against any future monthly amounts payable for engineering and services. IntriCon is entitled to utilize such engineering  services for the HH, ALD or PADA markets.     Other service support (e.g. marketing or audiology) may be contracted at the same rates. If Dynamic Hearing staff are required by IntriCon  to travel to meetings, all airfares, ground transportation, hotel bills and other out of pocket expenses will be paid by IntriCon.     4.9 Royalty Payments will be made only on the Base Product Unit, or on the Base Product portion of an Enhanced Product for any Base  Product included in an Enhanced Product. The initial base rate of royalty shall include the use of the DSP Framework. In no case shall IntriCon pay  Royalty Payments on any product or portion of any product other than for revenue received for Base Product Unit or for the Base Product portion  of an Enhanced Product, and in the case a Base Product portion of an Enhanced Product such Base Product portion shall not be given a value that  is influenced by its inclusion in the Enhanced Product. Royalty Payment for HH, ALD and PADA units that incorporate Dynamic Hearing  Technology shall be paid according to the table set forth below:

   The maximum royalty rate identified in the table herein includes an initial base rate of 3% for each Ezairo DSP platform and 1% for each  Single Chip Hearing Aid (SCHA) sold. A 2% royalty rate per Base Product Unit shall be added to the initial base rate for each DSP feature/module  that is based on Dynamic Hearing Technology and that is added to a Base Product Unit. However, such additional Royalty Payments when added  to the initial base rate shall not exceed in total the stated maximum rates specified in the table herein.     10

       (2)    any monthly fees for services and royalties are payable in accordance with clause 4.8 and royalty payments under 4.4  and 4.9.

                Cumulative annual HH & ALD  Volume that use the Framework

Ezairo Maximum Royalty Rate    SCHA Maximum Royalty Rate

Less Than 20,000 Units    10%    8%    20,000-50,000 units    9%    7%    50,000-100,000 units    8%    6%    100,000-200,000 units    7%    5%    200,000-500,000 units    6%    4%    500,000 to 1,000,000 units    5%    3%    Over 1,000,000    5%    1.5%





      4.10 All amounts payable by IntriCon under this Agreement must be paid free and clear of and without any deduction or withholding for  or on account of any present or future withholding tax, including any interest or penalties in relation to such tax (Withholding Taxes). If IntriCon is  required to make any deduction or withholding for any Withholding Tax, then IntriCon must pay to Dynamic Hearing such additional amount to  ensure that Dynamic Hearing receives such amount that would have been received by it as if no such withholding or deduction had been required.







   5.1 Within thirty (30) days of the end of each payment quarter IntriCon must provide to Dynamic Hearing a statement of the actual  number and value of Base Product Units Sold along with the number and value of DSP features/models sold with those Base Product Units by it  or any Related Body Corporate. The statement must also include calculations of the per unit royalty in accordance with clause 4.9. Any royalty  due for payment by IntriCon to Dynamic Hearing is payable at the same time the statement is provided.     5.2 A Royalty Payment will be due only once in respect of each Base Product Unit Sold, and the Royalty Payment will be due on the first  Sale of the Base Product Unit by IntriCon or a Related Body Corporate.     5.3 Where, in any payment quarter, a Base Product Unit is, in good faith, returned to IntriCon, IntriCon is not required to pay any  Royalty Payment on the Sale of that Base Product Unit. If IntriCon has paid a Royalty Payment on that Base Product Unit in a previous payment  quarter, IntriCon may reduce the Royalty Payment due for the payment quarter in which the Base Product Unit is returned by the amount of any  such Royalty paid.



       1)    IntriCon must bear all stamp duty that may be levied on this Agreement. IntriCon must bear any other taxes, levies,  imposts, charges, rates and duties that may be levied or imposed by a governmental authority on any person (including  fines, penalties and interest) in connection with this Agreement (other than income tax payable to the Commonwealth of  Australia by Dynamic Hearing).

       2)    Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

       3)    All amounts payable to Dynamic Hearing under this Agreement must be made without set-off, counterclaim or  deduction.

  5.0    Reports

  6.0    Records and Audit


   6.1 IntriCon must keep accurate and complete records of orders received, Base Product Units / DSP Features/Modules Sold and  returned and all other records reasonably necessary to substantiate all Royalty Payments to be made to Dynamic Hearing under this Agreement.     11


      6.2 IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic  Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one  year following the expiration or earlier termination of this Agreement, provided that:







   6.3 If in any audit, the auditor finds an underpayment or an overpayment of fees due under this Agreement, the party who has received  the overpayment or has underpaid will within 7 days repay the excess or pay the shortfall (as the case may be) to the other party.

   7.1 Each party must:









   7.2 This Agreement is confidential and each party must not disclose any part of this Agreement to any person without the prior written  consent of the other party.     12

       (a)    such inspection, copying or audit must only be made after at least one Business Day's written notice;

       (b)    such audit must not unreasonably interfere with the day to day operations of IntriCon; and

       (c)    such audit must be at Dynamic Hearing's expense unless the auditor finds an underpayment royalty due under this  Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing's reasonable cost of such audit;  and

       (d)    Audits will be limited to one audit in any calendar year.

  7.0    Confidentiality

       (a)    not disclose any Confidential Information to any person, except in confidence as permitted by this Agreement;

       (b)    not use any Confidential Information except as reasonably necessary for the purpose of putting this Agreement into  effect (Permitted Purpose);

       (c)    restrict access to Confidential Information to those of its employees and officers for whom such access is not  reasonably necessary for the Permitted Purpose;

       (d)    ensure that its employees and officers comply with this Agreement; and

       (e)    not reproduce or record, or permit or cause any reproduction or recording of, any Confidential Information except to  the extent reasonably necessary for the Permitted Purpose.





      7.3 This clause 7.0 does not apply where the party receiving the Confidential Information can prove that:















   8.1 Dynamic Hearing will be solely responsible at its cost and at its discretion for applying for, obtaining, maintaining, defending and  enforcing all aspects of all rights in respect of the Licensed Subject Matter and IntriCon must:



   8.2 IntriCon must notify Dynamic Hearing immediately upon becoming aware of:

   13

       (a)    the information has become generally available to the public other than because of a breach of this Agreement, or any  obligation of confidence owed to the disclosing party;

       (b)    it has received the information from a third person, legally entitled to possess the information and provide it to that  party, if that information is used, disclosed or otherwise dealt with in accordance with the rights or permission lawfully  granted to that party by that third person; or

       (c)    the disclosure of information is necessary to comply with any applicable law or legally binding order of any court,  government, semi-government authority or administrative or judicial body or the applicable rules of any stock  exchange, provided that before any such disclosure, the receiving party must, at its cost:

       (i)    immediately notify the other party giving full details of the circumstances of the proposed disclosure and of  the relevant information to be disclosed;

       (ii)    give the other party a reasonable opportunity to protect or preserve the confidentiality of the relevant  information;

       (iii)    co-operate with the other party in any action taken under this paragraph (c); and

       (iv)    in any event, take all reasonable steps to preserve the confidentiality of the information being disclosed.

  8.0    Maintenance, Infringement and Third Party Proceedings

       (a)    provide all reasonable assistance to Dynamic Hearing in any action which Dynamic Hearing may take in relation to any  such matters; and

       (b)    not take any action in relation to any such matters without the prior written consent of Dynamic Hearing, to be given at  Dynamic Hearing's absolute discretion.

       (a)    any claim or allegation that the exercise of the rights under this Agreement constitutes an infringement of the rights of  any third party; and









   9.1 Dynamic Hearing hereby represents that, as at the Commencement Date none of the Key Personnel has any actual knowledge that,  save for any rights claimed to be owned or held by the HIMPP, any rights of any third person may be infringed by the exercise, in accordance with  this Agreement of the rights licensed under clause 3.     9.2 IntriCon accepts that neither Dynamic Hearing nor any person acting on its behalf has made any representation that (a) any patent  applications comprised in the Technology will be granted in any part of the Territory or (b) any registered rights arising should any such  applications be granted, will be, or any registered rights comprised in the Technology are, valid or enforceable.     9.3 Dynamic Hearing will not be responsible for:





   10.1 IntriCon must indemnify Dynamic Hearing and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:





   14

       (b)    any third party's infringement or threatened infringement of any rights subsisting in the Licensed Subject Matter.

  9.0    Representations and Warranties

       (a)    the delivery, installation, or support of the Software to end-users of any Product or any other third party; or

       (b)    the supply, service, installation, and maintenance of any product (including any Product) or any ancillary software  required for communication with any other software or device used by IntriCon in relation to the Applications Software  Platform or the DSP Platform (including those known as the HiPro interface, the MicroCONNECT interface, the NOAH  Hearing Aid fitting database and the NOAH link interface).

  10.0    Indemnity and Limitation of Liability

       (a)    any infringement of third party rights but only to the extent that such third party infringement results from the use of  IntriCon Technology;

       (b)    injury to any person (including death) or loss of or damage to property which may arise from or as a result of  manufacture, importation, sale, offer for sale or use of any Product by IntriCon; or

       (c)    any breach of this Agreement by IntriCon or its Related Bodies Corporate and their respective directors, officers,  employees and agents or any unlawful or negligent act or omission of any of them but subject to the provisions of 10.3.





      10.2 Dynamic Hearing must indemnify IntriCon and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:



   10.3 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

   (a)    any infringement of third party rights that arise out of the exercise of the rights licensed under this Agreement; or

   (b)    any breach of this Agreement by Dynamic Hearing or its Related Bodies Corporate and their respective directors,  officers, employees and agents or any unlawful or negligent act or omission of any of them but subject to the  provisions of 10.3.

   (a)    all terms and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or  otherwise in relation to this Agreement are expressly excluded;

   (b)    Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;

   (c)    IntriCon is not liable in any way to Dynamic Hearing for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by Dynamic Hearing whether in negligence, tort, equity,  contract or otherwise, arising in connection with this Agreement;

   (d)    Dynamic Hearing's aggregate liability to IntriCon for direct loss and damages and all other liability not described herein  arising in connection with this Agreement whether in negligence, tort, equity, contract or otherwise, is limited to  payment of damages recoverable at law or equity up to a maximum of (and, for the sake of clarity must not exceed) $5m;  and

   (e)    if any legislation implies in this Agreement any term or warranty which cannot be excluded or modified, the liability of  Dynamic Hearing for a breach of any such term or warranty is limited, at the option of Dynamic Hearing, to any one or  more of the following:



   15


          (i)    if the breach relates to goods:

          (A)    the replacement of goods or the supply of equivalent goods; or

          (B)    the repair of such goods; and

          (ii)    if the breach relates to services: the supplying of the services again.

  11.0    Termination
   11.1 Notwithstanding any provision to the contrary in this Agreement, this Agreement may not be terminated by either party prior to two  years from the commencement date other than for the failure to pay the first and second yearly minimum payments as defined in section 4.3.     11.2 Subject to the provisions of 11.1, either party may terminate this Agreement immediately by written notice to the other party if:

   11.3 Dynamic Hearing may terminate this Agreement immediately by written notice to IntriCon if IntriCon:












       (a)    the other party breaches a material term of this Agreement (unless the breach is capable of remedy, in which case if the  other party fails to remedy the breach within 30 days after being required by written notice to do so)

       (a)    enters into any form of insolvency or administration including the following:

       (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

       (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

       (b)    sells a significant portion of its assets or undertaking.









   11.4 IntriCon may terminate this Agreement immediately by written notice to Dynamic Hearing if Dynamic Hearing:       16
   (a)    enters into any form of insolvency or administration including the following:

   (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

   (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

   (b)    sells a significant portion of its assets or undertaking.


   11.5 (a) Subject to the provisions of 11.1, IntriCon may terminate this Agreement upon three (3) months written notice to Dynamic  Hearing, such notice stating that IntriCon will cease making payments, either minimum or second component payments or both, and such  termination shall not be considered a breach of this Agreement.













     17



       (b)    Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice  to IntriCon of such termination.

       11.6    Termination or expiry of this Agreement will not affect:

       (a)    any rights or remedies of the parties which may have accrued before the date of termination;

       (b)    the rights and obligations of the parties which by their nature survive termination, including clauses 6, 7, 8, 9, and 10.

       11.7    Upon the effective date of expiry or termination of this Agreement for any reason whatsoever:

       (a)    IntriCon must return all original media and documentation and all copies thereof relating to the Licensed Subject  Matter and Confidential Information and all associated documents supplied under this Agreement or otherwise in  IntriCon's possession, custody or control except for such media and documentation necessary to continue selling  existing products;

       (b)    On Dynamic Hearing's request, IntriCon must procure one of its executive officers to certify (by way of statutory  declaration) that it has complied with its obligations under clause 11.7(a).







   provided that IntriCon may







   11.8 Upon the Effective Date of expiry or termination of this Agreement for any reason whatsoever:



   11.9 Nothing in this clause 11.0 is intended to prevent end-users of Products continuing to use the Products or to require such end-users  to return or destroy any Product.       18

       (c)    All rights granted under this Agreement in relation to the Licensed Subject Matter will cease except as otherwise  provided herein as to existing products;

       (i)    retain one copy of the Software until the fifth anniversary of such effective date; and

       (ii)    Use such Software until the fifth anniversary of such effective date solely as reasonably necessary to repair  and maintain any Base Product Units Sold under this Agreement on or before such effective date, for the  period (if any, until such anniversary) while such Base Product Unit is covered by a warranty granted by  IntriCon and as otherwise provided herein as to existing products.

       (d)    Notwithstanding anything herein to the contrary, IntriCon shall have a right after termination to continue selling  existing products that include the Dynamic Hearing Technology as long as IntriCon pays the appropriate royalties in  accordance with the payment clauses in section 4.9 and, for the avoidance of doubt, such other clauses of this  Agreement (including 4.3, 4.10, 5, 6 and 10.1 will continue to apply in respect of such sales. Existing products are those  products that IntriCon is selling at the date of termination of this Agreement.

       (e)    IntriCon is not obligated to pay any royalties, Minimum Payments or technology Access Fee after termination of this  agreement if IntriCon stops selling Base Product Units, and/or Basic Product Units incorporated into Enhanced  Products.

       (a)    Dynamic Hearing must return all original media and documentation and all copies thereof relating to IntriCon's  Technology and Confidential Information provided to Dynamic Hearing from IntriCon and all associated documents  supplied under this Agreement to Dynamic Hearing from IntriCon under Dynamic Hearing's possession, custody  control;

       (b)    on IntriCon's request, Dynamic Hearing must procure one of its directors to certify (by way of statutory declaration)  that it has complied with its obligations under clause 11.7(a).







   12.1 Any notice, demand, consent or other communication (Notice) given or made under this Agreement:













   12.2 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior  agreements and understandings between the parties in connection with such subject matter.     12.3 No amendment or variation of this Agreement is valid or binding on either party unless made in writing and executed by both parties.     19

12.0 General Provisions

       (a)    must be in writing and signed by a person duly authorized by the sender;

       (b)    must be delivered to the intended recipient by prepaid post (or, if posted to an address in another country, by  registered airmail or private air courier) or by hand or fax to the address or fax number below or the address or fax  number last notified by the intended recipient to the sender:

      (i) to Dynamic Hearing:    Chief Executive Officer  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA  Fax :+613 8420 8599              (ii) to IntriCon:    President  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States  Fax: +651 636 9503

       (c)    will be taken to be duly given or made:

       (i)    in the case of delivery in person, when delivered;

       (ii)    in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the  same country) or seven Business Days after the date of posting (if posted to an address in another country);  and

       (iii)    in the case of fax, on receipt by the sender of a transmission control report from the dispatching machine  showing the relevant number of pages and the correct destination fax machine number or name of recipient  and indicating that the transmission has been made without error, but if the result is that a Notice would be  taken to be given on a day that is not a Business Day in the place to which the Notice is sent or is later than  4:00pm (local time) it will be taken to have been duly given or made at the commencement of business on the  next Business Day in that place.





      12.4 Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent  necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.     12.5 No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial  exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not  valid or binding on the party granting that waiver unless made in writing.     12.6 IntriCon may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of  Dynamic Hearing. Likewise, Dynamic Hearing may not assign or transfer any of its rights or obligations under this Agreement without the prior  written consent of IntriCon.     12.7 This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one  instrument.     12.8 This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria,  Australia. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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            DYNAMIC HEARING PTY LTD         INTRICON CORPORATION                   /s/ Elaine Saunders         /s/ Mark S. Gorder    Printed Name:     Elaine Saunders         Printed Name:     Mark S. Gorder    Title:     CEO         Title:     President & CEO    Dated:     July 20, 2008         Dated:     July 16, 2008





      EXHIBIT A

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                          Technology    DSP FrameWorkTM means DSP software implementing program switching, volume control, reading and  writing programs, program beeps, and battery monitoring.                   ADRO® Technology means the invention described in patent application PCT/AU99/00076 which is the  subject of the following patents and patent applications:  AU761865  EP11172020  US 6,731,767  CA 2,361,544  JP 2000-597976         and 32 channel ultra-low-delay ADRO ® amplification the subject of Patent application US11/283540.

                 Note that Dynamic Hearing does not have rights to ADRO for electrical stimulation of the auditory system  and that the rights to ADRO for electrical stimulation are thus explicitly excluded from this Agreement.                   Wide Dynamic Range Compression Technology means digital signal processing technology that provides  level-dependent amplification of the input signal in multiple frequency bands.                   Adaptive Directional Microphone Technology means the technology that is the subject of Australian Patent  Application 2004310722 entitled Adaptive Directional Systems.                   Fixed Directional Microphone Technology means digital signal processing technology that implements a  preferential fixed response to sound from a forward direction.







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     Omni-Directional Microphone Technology means digital signal processing technology that implements a  fixed response to sound from all directions.

                 The  Adaptive Directional Microphone Technology, Fixed Directional Microphone Technology and  Omni-Directional Microphone Technology are collectively known as the Microphone Technology.

                 Single-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Multi-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Active Feedback Cancellation Technology means the technology of the subject of US patent 6876751.                       Oscillation Detection Technology means the technology of the subject of United States Patent 7302070.                       Oscillation Suppression Technology means digital signal processing technology that reduces the maximum  gain temporarily, in an individual frequency band, when a sustained oscillation is detected in that band as  more particularly described in European Patent Application 04734786.9 entitled Oscillation Suppression.

                 (The Active Feedback Cancellation Technology, Oscillation Detection Technology a n d  Oscillation  Suppression Technology are collectively known as the Feedback Technology).

                 Datalogging Technology means software that allows recording of events occurring during use of the device  to non-volatile memory.

                 Dynamic Display is a feature that allows parameters of each DSP module to be accessed and displayed in  real time without interrupting normal operation of the device.

                 Environmental Noise Reduction means digital signal processing that suppresses environmental noise.





      EXHIBIT B  HEARING AID DESIGNER SOFTWARE

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                          Software    The Hearing Aid DesignerTM is software comprising the DSP Software, the Manufacturers'  Toolkit, the  designCOMTM applications programming interface, and source code sufficient to enable the development and  integration of new DSP modules by the Licensee.                   (DSP Software means the embedded software that implements the Technology on the DSP Platform.)                   Library Software means the designCOM software that runs on the Applications Software Platform to  communicate with, and configure, the DSP Software on the DSP Platform, and the ADROpredict software  that provides initial estimates of the ADRO fittings for a given audiogram and comfortable level measures.                   Manufacturers'  Toolkit means the manufacturing software that allows configuration and calibration of  Products.                   Unless expressly specified in this Exhibit, Dynamic Hearing will have no obligation to provide updates or  revisions to, or new versions of, any software.                   (Collectively, the above software is known as the Hearing Aid Designer SoftwareTM).              Applications  Software Platform

The Applications Software Platform for Library Software is:  Windows 2000, Windows XP, or Windows Vista operating system running on a Personal Computer  connected to the Hearing Aid via a HiPro, or NOAHLink interface device.





      EXHIBIT C  Dynamic Hearing's Identified Customers                                                              GN RESOUND GROUP and INTERTON ELECTRONIC HÖRGERÄTE GMBH    Existing License Agreement         RION CO. LTD.    Existing License Agreement         SONIC INNOVATIONS INC.    Existing License Agreement         AUDIO CONTROLE INC.    Existing License Agreement         EARLENS CORPORATION    Existing License Agreement         AUSTRALIA HEARS PTY LTD    Existing License Agreement





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       AMERICA HEARS INC.    Existing License Agreement         VITASOUND AUDIO INC.    Existing License Agreement         SONOMAX HEARING HEALTH INC.    Existing License Agreement         PANASONIC    Commercial negotiations underway 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION:
Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;