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Exhibit 10.43

This is a translation of the original Chinese text

Contract No.: 151315UD0081

Cooperation Agreement

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

April 2013 1

This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People's Republic of China (hereinafter referred to as PRC):

Party A: Beike Internet Security Technology Co., Ltd.

Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing.

Attention:

Tel:

E-mail:

Postcode:

Bank account:

Account No.:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing

Attention:

Tel:

E-mail:

Postcode:

Whereas,

1. Party A owns the Kingsoft internet site navigation website and the Cheetah Brower software (hereinafter referred to as Party A's Product). Website: 123.duba.net and www.duba.com. Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is (translation: Kingsoft Cheetah) and ksbrowser and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html).

2. Party B is a leading network technology company in the field of search engine.

3. The parties wish to collaborate with each other leveraging their respective strengths.

Therefore, the parties agree: 2

Chapter 1 Definitions and Interpretations

1.1 Definitions

Except as otherwise defined in the context hereof, the terms shall have the following designated meanings:

1.1.1 PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC.

1.1.2 Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary oraffiliate and protected as trade secrets.

1.1.3 Effective Date: means the date on which this agreement is executed.

1.1.4 Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet, Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks.

1.1.5 Baidu website: means www.baidu.com.

1.1.6 Cooperation Term: means the term set forth in Chapter 3 hereof.

1.1.7 Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Party A's website for Party B, less Party B's related costs and legal taxes and charges. The search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data.

1.2 Interpretations

1.2.1 The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month. 3

1.2.2 The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement.

1.2.3 If needed in the context, use of plurals shall include its singulars, and vice versa.

1.2.4 All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein.

Chapter 2 Representations and Warranties

2.1 Legal Status

Either party represents and warrants from the date hereof:

2.1.1 It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope;

2.1.2 It is eligible to enter into this Agreement and perform the obligations hereunder.

2.1.3 Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record).

2.1.4 To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures.

2.2 Legal Effect

2.2.1 From the Effective Date, this Agreement is legally binding on each party.

2.2.2 Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects.

Chapter 3 Cooperation Term

3.1 Cooperation Term

The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.

3.1.1 This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Term. The contracts of which the Parry A contract No. are KIS-Y-BJ120195 and KIS-Y-BJ120196 (Party B contract No. are 151215UD0118, 151215UD0119) are terminated on April 30, 2013. 4

Chapter 4 Liabilities of the Parties

4.1 Details of Cooperation

The parties use their respective strengths to cooperate on internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a strategic alliance to develop their respective businesses.

4.2 Party A's Obligations

4.2.1 Party A imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members.

4.2.2 Party A will display Party B's search engine box in the first screen of the homepage of Kingsoft Navigation website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of search engine box is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement.

4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement.

4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed. 5

4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.

4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which Cheetah Browser will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A.

4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties.

4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B.

4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.

4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the Blue Sky 365 Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4).

4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties. 6

4.3 Party B's Obligations

4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties.

4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.

4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation.

4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B.

4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.

4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.

4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels. 7

4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B)

See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities.

Chapter 5 Information Content Cooperation

5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance.

5.2 Fees

5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively.

5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues:

(1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice;

(2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser;

(3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues;

(4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

(5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

(6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; 8

(7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

(8) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; and

(9) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%.

If Party A objects to the Party B's revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of revenues, it shall be deemed that Party A agrees with Party B's revenue-sharing. Party A shall bear the taxes payable on its own share of revenues.

5.2.3 Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as (the Reference Date, and postponed in the event of public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct.

5.2.4 The financial settlement between the parties will be carried out monthly.

Party A provides the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the share of revenues to Party A prior to the 20t h day of each month (postponed in the event of public holidays) according to Article 4.1 hereof. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A's written objection and notify the results thereof to Party A.

5.2.5 After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and settled together according to the preceding provisions.

Chapter 6 License

6.1 The search results provided by Party B and the intellectual property of any related technology shall be owned by Party B, without authorization, Party A shall not amend, deduct, split or reverse Party B's technologies and programs. Party A shall not obtain the source codes of the programs of Party B with any methods. Without authorization, Party A shall not apply the service provided by Party B for other usage.

6.2 baidu and are all registered trademarks of Party B. During the cooperation, if Party A has to use Party B's trademarks, it shall obtain Party B's prior written consent. Nevertheless, if this Agreement is terminated or either party rescinds this Agreement, Party A shall no longer use baidu, and any other registered trademarks of Party B in its product page and promotions of all kinds. 9

Chapter 7 Confidentiality

7.1 Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties.

7.2 The parties mutually covenant that they will keep each other's confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the confidential information or disclose such to any third parties except the following events:

7.2.1 Upon the written consent of the other party;

7.2.2 As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies;

7.2.3 Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents,officers or employees;

7.3 The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the violation of the confidential liability of the employees.

Chapter 8 Breach

8.1 General Breach

In the event either party breaches its obligations hereunder, the breach party shall immediately suspend its breach upon the receipt of the non-breach party's written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If the breach party continue to carry on the breaching conduct or does not perform its obligations, the non- breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach. 10

8.2 Breach Liabilities

If fault on both parties, they shall bear their respective liabilities according to their actual degree of fault.

Chapter 9 Termination

9.1 Termination Events

This Agreement will be terminated upon any of the following events:

9.1.1 The Cooperation Term is expired and the parties determine not to renew;

9.1.2 The non-breaching party terminates this Agreement according to Article 8.1 hereof;

9.1.3 Either party is under bankruptcy or enters into liquidation or dissolution procedures;

9.1.4 If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by awritten notice according to Article 11.7 and terminate this Agreement on the receipt date as defined herein.

9.2 Matters after the Termination

9.2.1 Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites.

9.2.2 The termination of this Agreement shall not affect the unsettled payment hereunder or either party's payment obligation andother obligations or rights incurred before the termination.

9.2.3 Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to bothparties.

Chapter 10 Governing Laws and Dispute Resolution

10.1 Governing Laws

The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.

10.2 Negotiation and Proceedings

10.2.1 Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation ormediation by a neutral third party first.

10.2.2 If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court inthe location of Party B. 11

Chapter 11 Miscellaneous

11.1 Waiver

If either party fails to exercise or timely exercise its rights, power or preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights thereafter.

11.2 Amendment

This Agreement may only be amended by mutual written agreement by the parties.

11.3 Marketing Supports

On the basis of the parties' acknowledgment, the parties will make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations and agreements.

11.5 Notice

11.5.1 Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person(includingcourier) or by registered mail.

11.5.2 All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance;

11.5.3 If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of the receiver's location is not a Business Day, then the delivery time shall be the following Business Day of the receiver's time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver's signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five (5) Business Days from the date of sending. 12

11.6 Successor

This Agreement is made for the benefit of and equally binding upon the parties and their respective successors and assignees.

11.7 Force Majeure

11.7.1 In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of such event hindering the performance of its obligations of the notifying party hereunder.

11.7.2 During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it shall notify the other party in writing timely and continue to perform the obligations hereunder.

11.7.3 The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence.

11.8 Language

This Agreement is made in Chinese and there are two originals which have the same legal effect and each party has one original.

11.9 Unmentioned Matters

Any other matters unmentioned hereof shall be subject to PRC Laws.

11.10 Other Matters

This Agreement is effective from the date of its date of signature and chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text hereof. 13

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Authorized signatory: /s/ common seal

Title:

Date:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Authorized signatory: /s/ Guolin Ma /s/ common seal

Title:

Date: 14

Annex 1

Search Engine Exemption Clause

1. In addition to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download) arising from using search engine and will not undertake any legal liability.

2. Baidu is not responsible for the legality of link and information, product and service obtained from webpages through search engine which are searched automatically in accordance with users' search order, and will not undertake any legal liability.

3. All content of search engine does not represent Baidu's opinion.

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users' requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user's failure to normally use Baidu for technology reason such as internet status, communication line and etc.

5. Baidu respects and protects all search service users' personal privacy and their personal information such as registered user name and email address, etc., which will not be disclosed to the third party without user's consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information.

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not want to be included by Baidu, otherwise it will be deemed as willing to be included.

7. Any unit or person shall report to Baidu or service website in written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search service or search link as soon as possible after its receipt of legal documents above. 15

Annex 2

1. Display Format

2. Table of Fee-charging Code and Corresponding Website Fee-charging item Channel Display location Search box on the first page 16

Annex 3

Business Cooperation Standard of Baidu Union

In order to standardize the business cooperation of Baidu Union (hereinafter Union) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this standard strictly to maintain the smooth and healthy development of business cooperation.

[General Rules]

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to:

1. Click by itself

Repeat manual search, click by itself, incite others to search or click.

2. Compel to click

Compel user to click to get resource in return; or pop-up window of search result endlessly.

3. Program click

Simulate user's click through program or script, automatically click and search tool, the third party's click or search (such as paid click, auto- browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh).

4. Illegal promotion

Promote by irregular means such as virus, compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times. 17

5. Breach of exclusivity clause

Breach the exclusivity agreement with Baidu to engage in competing business.

6. Mix of competing business

Amend the pattern of the Union product or competing business to mislead users.

7. Other breach

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair competition against Baidu or violates other legal right of Baidu.

[Search Promotion Cooperation]

8. Determine keyword

Determine keyword in search frame or direct link to search result page.

9. Amend search result page

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any promotion content or search result, or add any other content to Baidu search result page of browser through software.

9.2 Re-direct the final user from any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited.

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software, other website or any form other than member website, or combine promotion content or search result into it by other means.

9.4 Store or cache any or part of, copy of, derivative of information of search result through capture, spider, index or any other non-temporary ways. 18

10. Directly use of search result

Directly use any webpage of search result of final user through frame linked or other ways.

11. Breach of release page

11.1 Present business code on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content.

11.2 Release code in non-configured domain name.

12. Induce to click

12.1 Introduce the search result with word such as excellent recommendation, relevant link or welcome to click.

12.2 Put graph of arrow, download instruction or other leading graph to the search result.

12.3 Award user's click.

13. Breach of release number

Release more than three search frames per page.

14. Flow kidnap

14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member's flow.

14.2 Falsify other Union member's first page through any promotion way damaging user experience and other unfair competition. 19

14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways.

14.4 Amend the page of Baidu or hao123 in any ways.

15. Breach of binding with Baidu software

Binding with Baidu software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for user installed Baidu software through member website to uninstall.

[Union Promotion Cooperation]

16. Determine keyword

Stack keywords in webpage content, source code to affect normal theme matching.

17. Amend promotion content

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited.

17.2 Store or cache any part of, copy of, derivative of promotion content through capture, spider, index or any other non-temporary ways.

18. Breach of release page

18.1 Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence content.

18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme.

18.3 Release promotion content in non-configured domain name or software. 20

19. Induce to click

19.1 Introduce the promotion content with word such as excellent recommendation, relevant link or welcome to click.

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content.

19.3 Award user's click of promotion content.

19.4 Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button).

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content.

19.6 Hide or auto-block the window through js or other ways, causing user's failure to see the promotion after click.

19.7 Release code of special zone besides patch promotion, amend code without authorization or patch through special ways.

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content.

19.9 Float the promotion content or present in other ways.

20. Breach of release number

20.1 Release more than three product codes of theme description and theme link accumulatively per page. (not include the patch promotion)

20.2 Release more than one code of theme suspension per page besides theme description and theme link, release more than one form of theme suspension (side bar/button/window) per page.

20.3 Release more than one code of patch promotion per playing window, several playing windows on one webpage, more than three codes of patch promotion available. 21

21. Breach of using iframe

Use through amending code or other ways without authorization.

21.1 Use Union's theme suspension product through iframe.

21.2 Use theme description, theme link and patch promotion product through iframe in illegal ways:

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe;

21.2.2 Use more than two (include) business codes through iframe for one time;

21.2.3 Inset more than one iframe unit in one page;

21.2.4 Module presented by iframe is smaller than that used through iframe;

21.2.5 Present promotion content on charged website through non-charged website iframe.

[New Business Cooperation]

22. Breach of release page

Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or webpage or website with any pornographic content, hate mongering content or violence content.

23. Induce

23.1 Introduce the cooperation promotion content with word such as excellent recommendation, relevant link or welcome to click. 22

23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content.

23.3 Put pornographic picture close to cooperation promotion content.

23.4 Award use's install, register, purchase and other act.

23.5 Simulate official website of cooperation promotion client.

24. Breach of release number

Present or release more than three cooperation promotion units per page.

25. Self-lead

Repeat manual install, register, purchase and etc., incite others to install, register, purchase and etc.

If any Union member does any illegal act above, Baidu has the power to punish. Baidu's data for investigating and punishing the Union member's illegal act shall prevail, including but not limited to void click data and flow kidnap data.

Appendix: Process method

Baidu may take one or more measures as follows to process the illegal act:

1. Deduct credit index

2. Deduct accumulated credit

3. Deduct share of revenues

4. Block illegal business

5. Stop sub-account authority

6. Limit register information

7. Expose illegal case 23

Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation. 24

Annex 4

Rules of Blue Sky 365 Plan

Honesty is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty.

Honesty is not only a promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly:

1. Agree that honesty is the base of alliance development;

2. Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly;

3. Dose not launch or engage in any illegal act such as click fraud, flow kidnap;

4. Report the illegal information actively and protect honesty;

5. Accept supervision and willing to undertake liability and result of illegal act.

The rules above shall be reflected every day. Let us build the Blue Sky 365 of alliance circle together. 25
Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

Exhibit 10.1 JACKSONVILLE JAGUARS SPONSORSHIP AGREEMENT This Sponsorship Agreement (this Agreement) is entered into as of November 27, 2017 (the Execution Date) by and between Jacksonville Jaguars, LLC, a Delaware limited liability company (Club), and The ARC Group, Inc., a Florida corporation (owner and operator of Dick's Wings and Grill) (Sponsor). This Agreement consists of this Sponsorship Agreement and Exhibits A and B hereto, each of which is incorporated into and forms a part of this Agreement by this reference. RECITALS A. Club owns and operates the National Football League (NFL) team known as the Jacksonville Jaguars (the Team) and has the right to grant sponsorship rights and to exploit certain commercial, advertising and related opportunities with respect to the Team, including at the football- based stadium in Jacksonville, Florida currently named EverBank Field (the Stadium). B. Sponsor wishes to obtain certain sponsorship rights, benefits and opportunities with respect to the Team in connection with the advertising and promotion of the Sponsor Business (as defined below). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Term of Agreement. This Agreement shall be binding on the parties hereto as of the Execution Date. The term of this Agreement (the Term) shall commence as of April 1, 2018 (the Effective Date) and shall expire upon the later of: (a) the conclusion of the 2022/23 NFL season and (b) the last day in February, 2023 (such expiration date, the Scheduled Expiration Date), unless sooner terminated pursuant to the terms of this Agreement. 2. Sponsor Rights and Benefits. Subject to the terms and conditions of this Agreement, as part of the consideration of the full and timely payment of the Sponsor Fees, Club hereby grants to Sponsor, and Sponsor hereby accepts, solely in the Territory, and during the Term: (i) the right to use the Benefits set forth on Exhibit A and the license and right to use the Team Marks solely in connection with the advertisement and promotion of Sponsor's Dick's Wings and Grill branded restaurants (the Sponsor Business) in accordance with this Agreement; and (ii) the right to use the designation Official Wings of the Jacksonville Jaguars and such other designations as Club and Sponsor may agree to in a writing from time to time (collectively, the Official Designations), solely in connection with the Sponsor Business. No license or right is granted for the use of any other Club intellectual property for any other purpose, in any geographic area outside the Territory, for any medium of distribution that cannot be reasonably limited to the Territory, or during any period before or after the Term. The rights granted to Sponsor pursuant to this Section 2 may not be used to promote or advertise any products or services of Sponsor other than the Sponsor Business, or any other person or entity, whether directly or by affiliation, cooperation, co-sponsorship, or any joint programs or promotions. 3. Annual Fees; Playoff Payment. (a) In consideration for the Benefits, during each Contract Year of the Term, Sponsor shall pay Club, in accordance with this Section 3(a) and Section 2(d) of the Terms and Conditions, the amount set forth next to the applicable Contract Year below (the Annual Fee). First Contract Year (2018/19): $ 200,000 Second Contract Year (2019/20): $ 204,000 Third Contract Year (2020/21): $ 208,080 Fourth Contract Year (2021/22): $ 212,240 Fifth Contract Year (2022/23): $ 216,490 Sponsor shall pay Club the Annual Fee for each Contract Year of this Agreement in six (6) equal installments, each due on or prior to the 1st of each month between June and November of the applicable Contract Year. (b) In addition to the Annual Fees identified in Section 3(a) above, Sponsor shall provide Club with food, beverage and serving products from Sponsor's Dicks' Wings restaurant with values equal to the following (each, an Annual Trade Value): First Contract Year (2018/19): $ 35,000 Second Contract Year (2019/20): $ 35,700 Third Contract Year (2020/21): $ 36,410 Fourth Contract Year (2021/22): $ 37,140 Fifth Contract Year (2022/23): $ 37,890 As part of the Annual Trade Value, Sponsor shall provide Club with a designated liaison who will coordinate the menu and quantities to be provided by Sponsor. Sponsor shall deliver the food (the cost of which is included in the Annual Trade Value) to the Stadium at the time and location specified by Club. If any portion of the Annual Trade Value is not used in any given Contract Year, such unused amount shall carry forward to the subsequent Contract Year. If any portion of the Annual Trade Value is not used at the end of the Term, Club shall be permitted to use such unused amount within twelve (12) months following expiration of this Agreement. The parties acknowledge that the Annual Trade Value is inclusive of any taxes, surcharges or related fees applicable to the orders placed by Club during the Term.

Source: ARC GROUP, INC., 8-K, 12/11/2017

(c) If, during the Term, the Team plays in the Hall of Fame game, or any post-season playoff game, including any wild card, divisional playoff, conference championship, or Super Bowl (each, a Playoff Game), to the extent Club has the necessary rights to grant the Benefits identified on Exhibit A for such Playoff Game, Sponsor shall pay Club an additional amount per Playoff Game equal to a pro-rated portion of the Annual Fee applicable during the then-current Contract Year. The pro-rated portion shall be determined by Club using Club's internal line item accounting values as set forth in Club's standard rate card for such Benefits during each Playoff Game; provided that the cost of the Playoff Game tickets shall be based upon the generally applicable price for such tickets (the Playoff Payments). Sponsor shall pay the Playoff Payments in accordance with Section 2(d) of the Terms and Conditions not later than 30 days following Sponsor's receipt of an invoice requesting payment for such Playoff Games; provided that Club's failure to deliver such an invoice shall not, and not be construed to, relieve Sponsor of any obligation to pay any amount owed to Club. 4. Definitions. Capitalized terms used but not otherwise defined herein have the respective meanings given to them on Exhibit B (as it may be amended or otherwise modified from time to time, the Terms and Conditions). 5. Standard Terms and Conditions. Except as expressly set forth in this Sponsorship Agreement or Exhibit A, all Benefits granted by Club to Sponsor hereunder shall be subject to, and Sponsor shall at times comply with, the terms and conditions set forth in the Terms and Conditions. 6. Notices. Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or by electronic mail (confirmed by one of the other permissible methods of giving notice hereunder), one business day after being sent by a nationally recognized overnight courier, or three business days after being mailed by registered or certified mail, postage prepaid and return receipt requested, to the parties at the following addresses (or at such other address as a party may specify by notice to the other): To Sponsor: The ARC Group, Inc. To Club: Jacksonville Jaguars, LLC 6327-4 Argyle Forest Blvd. 1 EverBank Field Drive Jacksonville, Florida 32244 Jacksonville, Florida 32202 Attn: Rick Akam Attn: Scott Massey Title: CEO Senior Vice President, Corporate Partnerships Email: rick@dickswings.com masseys@nfl.jaguars.com With a copy to: _________________________ With a copy to: Jacksonville Jaguars, LLC _________________________ 1 EverBank Field Drive _________________________ Jacksonville, Florida 32202 Attn: ____________________ Attn: Megha Parekh Title: ____________________ Senior Vice President, Chief Legal Officer Email: ____________________ parekhm@nfl.jaguars.com Notwithstanding the foregoing, delivery of an invoice via solely electronic mail shall constitute sufficient delivery under this Agreement. 7. Integration; Amendment. This Agreement contains the complete understanding between the parties hereto and supersedes all prior and contemporaneous written or verbal agreements or understandings (including but not limited to all negotiations, term sheets, letters of intent, presentations, and prior drafts of this Agreement) relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in a writing specifically referring to this Agreement and signed by authorized representatives of Sponsor and Club. 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement. Delivery of an executed counterpart by electronic transmission shall have the same effect as delivery of an original ink counterpart. IN WITNESS WHEREOF, each party has caused this Agreement to be executed in Jacksonville, Florida, by its duly authorized representative with the intent that it be binding as of the Execution Date. CLUB: SPONSOR: JACKSONVILLE JAGUARS, LLC The ARC Group, Inc. By: /s/ Scott Massey By: /s/ Richard W. Akam Scott Massey Rick Akam SVP, Corporate Partnerships CEO

Page 2 of 4

Source: ARC GROUP, INC., 8-K, 12/11/2017

EXHIBIT A Sponsorship Benefits For purposes of clarity, the Benefits set forth on this Exhibit A are subject to the terms and conditions of this Agreement, including the Club Approval Rights under Section 5 of the Terms and Conditions. 1. STADIUM SIGNAGE a. Carousel Messaging: Sponsor shall receive three (3) minutes of real time (and not game clock time) of display of a Sponsor Mark on LED carousel Signage on one (1) of the main video boards above the north or south end zone during each quarter of each preseason and regular season Jaguars Home Game. During each three (3) minute segment, Sponsor may include up to thirty seconds (:30) of animated messaging. Sponsor shall be solely responsible for any costs related to the animated messaging. a. Ribbon LED Signage: Sponsor shall receive display of a Sponsor Mark on the LED ribbon boards located on the fascia on the east and west sides of the Stadium for thirty seconds (:30) of real time (and not game clock time) during each quarter of each preseason and regular season Jaguars Home Game. The exact timing of each display shall be determined by Club. b. Concourse Signage: Sponsor shall receive display of a Sponsor Mark or Advertisement on five (5) back-illuminated advertising panels at certain locations on the Stadium concourses to be displayed during each preseason and regular season Jaguars Home Game. The exact size and location of each panel shall be determined by Club. 2. RADIO a. Radio Spots: Sponsor shall receive the following radio spots in Club radio programming broadcasted by Club's primary radio partner. The exact timing of each spot shall be determined by Club or Club's primary radio partner: i. Jaguars Thursday: A total of twenty-three (23) thirty second (:30) spots for broadcast of an advertisement of the Sponsor Business during certain initial broadcasts of Jaguars Thursday. ii.Pre-Game Show: One (1) thirty second (:30) spot for broadcast of an advertisement of the Sponsor Business during each initial broadcast of the Pre-Game Show (for a total of twenty (20) spots during each Contract Year). iii.In-Game: One (1) thirty second (:30) spot for broadcast of an advertisement of the Sponsor Business during the initial broadcast of each preseason and regular season Team Game radio broadcast (for a total of twenty (20) spots during each Contract Year). 3. DIGITAL a. Banner Ad: During each Contract Year, Sponsor shall receive display of a Sponsor Mark on one (1) banner advertisement in respect of the Sponsor Business that rotates throughout www.jaguars.com (approximately 300x250 pixels) and that links to Sponsor's official website. The exact placement of the banner shall be determined by Club in its sole discretion. b. Gameday Magazine: During each Contract Year, Sponsor shall receive space to display one (1) full page advertisement in respect of the Sponsor Business and display of a Sponsor Mark in each digital (or printed, as determined by Club) issue of the Gameday Magazine distributed to Club's season ticket members prior to each Jaguars Home Game. The exact size and placement of the advertisement and timing of each distribution of the Gameday Magazine shall be determined by Club in its sole discretion. c. Social Media Feature: During each Contract Year, Sponsor shall be the presenting sponsor of a video feature that highlights a top rushing play by a Team player during each preseason and regular season Team Game (the Feature). The top rushing play shall be determined by Club in its sole discretion. Such presenting sponsorship shall consist of the following: i. A Sponsor Mark displayed in the Feature, which shall be published by Club to Club's official Facebook, Twitter, Instagram or Snapchat account. The post will tag Sponsor's official corresponding social media account. The content, timing and frequency of such social media posts and the social media platforms shall be determined by Club. 4. HOSPITALITY a. Season Tickets: Sponsor shall receive tickets (in Section 150, Row X, Seats 5-8, or a substantially similar location) to each preseason and regular season Jaguars Home Game.

Page 3 of 4

Source: ARC GROUP, INC., 8-K, 12/11/2017

5. CONCESSIONS a. Branded Concession Stands: During each preseason and regular season Jaguars Home Game and Other Events as requested by Club or the Stadium concessionaire (Concessionaire), Sponsor shall have the right to display Sponsor branding on (i) one (1) fixed concession stand in the Stadium located in the Bud Light Party Zone; and (ii) the fixed concession stand identified as Concession Stand 118 on the Stadium concourse (collectively, the Stands). The exact size and location of the Stands shall be determined by Club. The exact design of the Stands shall be mutually agreed upon between Sponsor and Club. Sponsor may display Signage displaying a Sponsor Mark in and/or on the Stand. Sponsor shall be responsible for all costs associated with the branding and Advertising in respect of the Stand. b. Vending: Subject to the Concessions Agreement (as defined herein), Sponsor shall have the right to have its food products sold or otherwise distributed from the Stands and/or certain general concessions areas at the Stadium determined by Club or the Concessionaire. For purposes of clarity, nothing in this Agreement grants Sponsor the right to operate the Stand or otherwise sell or distribute food products from or within the Stand. Sponsor shall enter into an agreement with the Concessionaire to memorialize any such rights regarding the sale or distribution of Sponsor's products at the Stadium during each Jaguars Home Game and Other Events (the Concessions Agreement). The exact products to be sold and distributed shall be subject to Club's final approval. For purposes of clarity, Club reserves the right to sell other products at the Stadium competitive to the Sponsor Business. Sponsor acknowledges that such rights do not automatically extend to Other Events at the Stadium. Sponsor acknowledges that Sponsor shall cooperate with the Concessionaire regarding logistics and management of the Sponsor's food products, and appropriate storage and dispensation of the food products. In the event of any recall with respect to Sponsor's products provided to the Concessionaire pursuant to this Agreement or the Concessions Agreement, Sponsor shall notify both Club and the Concessionaire immediately upon issuance of such recall, and Club may, at its sole discretion and without penalty, suspend the Benefits for a duration as reasonably determined by Club. Any costs or expenses incurred by Club or the Concessionaire with respect to any such recall shall be the sole responsibility of Sponsor. Sponsor shall be responsible for the management and control over the services provided by its staff members operating the Stands (Sponsor Staff) and Sponsor shall be solely responsible for determining the terms of employment for Sponsor Staff. Sponsor shall train Sponsor Staff or require Sponsor Staff to undergo training provided by Concessionaire. The staffing levels at each Stand shall be subject to Club's approval.

Page 4 of 4

Source: ARC GROUP, INC., 8-K, 12/11/2017
Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?

21

EXHIBIT C FORM OF SUBLICENSE

[Form follows.]

22

EXHIBIT D FORM OF AGREEMENT FOR TRIAL

[Form follows.]

23

FIRST AMENDMENT TO DISTRIBUTOR AGREEMENT

THIS FIRST AMENDMENT TO DISTRIBUTOR AGREEMENT (this Amendment) is made and entered into as of the 1st day of January, 1999, by and between Peregrine/Bridge Transfer Corporation, a Delaware corporation (Licensor), and NEON Systems, Inc., a Delaware corporation (Licensee).

RECITALS:

Licensor and Licensee are parties to that certain Distributor Agreement dated as of January 1, 1996 (the Distributor Agreement). Licensor and Licensee desire to amend the Distributor Agreement as set forth herein.

NOW, THEREFORE, for and consideration of the mutual covenants of the parties set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follow:

1. AMENDMENT OF DEFINITIONS. Article 1 of the Distributor Agreement is hereby amended to add thereto the following:

1.11 Annual Royalty Advance Requirement shall mean (i) $1,000,000 in respect of Licensee's fiscal year beginning April 1, 1999, (ii) $2,000,000 in respect of Licensee's fiscal year beginning April 1, 2000, (iii) $3,000,000 in respect of Licensee's fiscal year beginning April 1, 2001, (iv) $4,000,000 in respect of Licensee's fiscal year beginning April 1, 2002 and (v) $5,000,000 in respect of Licensee's fiscal year beginning April 1, 2003. In the event that the term hereof extends beyond Licensee's fiscal year beginning April 1, 2003, the amount of the Annual Royalty Advance shall increase by $1,000,000 for each such fiscal year thereafter.

1.12 Royalty Advance shall have the meaning provided therefor in Section 3.2 hereof.

1.13 Specified Royalty Percentage shall mean fifty percent (50%) for the period from and including January 1, 1999 through and including March 31, 1994. Thereafter, the term Specified Royalty Percentage shall mean (i) fifty percent (50%) from and after the first day of each quarter of each fiscal year of Licensee

commencing with Licensee's fiscal year beginning April 1, 1999) until such time, if any, during such quarter that the aggregate amount of all Royalty Advances outstanding as of the first day of such quarter (including the Royalty Advance payable on such first day) has been credited against royalties earned hereunder (a Satisfaction Date), and (ii) forty percent (40%) from and after a Satisfaction Date through and including the last day of the fiscal quarter in which such Satisfaction Date occurs.

2. AMENDMENT OF SECTIONS 3.1 AND 3.2. Sections 3.1 and 3.2 of the Distributor Agreement are hereby amended to read in their entirety as follows:

Section 3.1 ROYALTIES TO LICENSOR.

(a) Licensee shall pay to Licensor for each Licensed Product licensed to a Redistributor or a Customer a

royalty equal to the Specified Royalty Percentage of all revenues received (without deduction for value added tax, if any, but excluding any revenues for maintenance and support or upgrade services, which revenues are covered in paragraph (b) below) by Licensee under the Redistributor Agreement or Sublicense applicable to such Licensed Product.

(b) Licensee shall pay to Licensor for maintenance and support and upgrade services provided under the applicable Sublicense or other written maintenance and support agreement with or approved by Licensee for each of the Licensed Products a royalty equal to the Specified Royalty Percentage of all revenues received (without deduction for value added tax, if any) by Licensee from a Redistributor or Customer relating to maintenance and support services or services for Upgrades or upgrades of systems for such Licensed Products.

Section 3.2 TERMS OF PAYMENT. The royalties payable to Licensor pursuant to Section 3.1 shall be payable in accordance with the provisions of this Section 3.2. On or before the first day of each fiscal quarter of each fiscal year during the term hereof, commencing with the Licensee's fiscal year which begins on April 1, 1999, Licensee shall pay to Licensor, as an advance (a Royalty Advance) of royalties anticipated to be paid hereunder during such fiscal year, an amount equal to twenty-five percent (25%) of the Annual Royalty Advance Requirement for such fiscal year. The aggregate amount of Royalty Advances outstanding from time to time shall be credited against royalties payable hereunder pursuant to Section 3.1 as and when such royalties are recognized as earned in accordance with generally accepted accounting principles. Royalty Advances made hereunder shall be made in respect of royalties that may become payable in respect of any and all Licensed Products and shall not be deemed made in respect

2

of any particular Licensed Product. With respect to any royalty payments due hereunder from Licensee to Licensor in excess of the amount of Royalty Advances made by Licensee from time to time hereunder, such payments shall be payable on the later of (i) sixty (60) days after the date of the applicable invoice to a Redistributor or Customer, as the case may be, or (ii) five (5) business days following Licensee's receipt of payment from a Redistributor or Customer, as the case may be. Any royalty payment that is not paid when due will bear interest from the date such amount is due until the date payment is made at a rate equal to ten percent (10%) per annum. All royalty payments due to Licensor under this Agreement shall be paid in U.S. Dollars. Upon the expiration or any termination of this Agreement, Licensor shall repay to Licensee the aggregate amount of all Royalty Advances then outstanding.

3. AMENDMENT OF TERM. Section 14.1 of the Distributor Agreement is hereby amended to read in its entirety as follows:

Section 14.1 TERM. This Agreement shall be effective through and including March 31, 2004. Upon the expiration of such term, this Agreement will renew automatically for successive terms of one (1) year each unless either party to this Agreement delivers written notice of termination to the other party to this Agreement at least sixty (60) days prior to the end of the original or any renewal term. 4. AMENDMENT OF TERMINATION PROVISIONS. The provisions of Section 14.2 are amended by deleting in its entirety subsection (b) thereof and by amending Section 14.2(a)(2) to read in its entirety as follows:

(2) Immediately upon written notice if the other party defaults in the performance of any obligation under this Agreement, including failure to promptly pay any amount due hereunder, and fails to cure such default within thirty (30) days after delivery of written notice specifying the default (with any termination as a result of Licensee's failure to pay amounts due under this Agreement resulting in acceleration of Licensee's obligation to pay all sums accrued and payable to Licensor under this Agreement as of the date of such termination).

5. AMENDMENT OF NATURE OF DISTRIBUTORSHIP. Licensor and Licensee do hereby agree that this Amendment shall effect a change in the nature of the distributorship granted to Licensee pursuant to the Distributor Agreement from a non-exclusive to an exclusive distributorship (provided, however, that with respect to Licensor's Partitioned Database Facility product, Licensor also may license such product to International Business Machines Corporation for sublicensing and distribution). Any and all references in the Distributor Agreement to the rights granted to Licensee as non-exclusive rights are hereby amended to provide that such rights are

3

exclusive rights (including without limitation such references in Sections 2.1

(Use of Master Copy), 2.2 (Sublicensing) and 2.8 (Trademarks and Copyright).).

6. AMENDMENT OF SECTION 13.1. The Distributor Agreement is hereby amended by adding the following sentence to the end of Section 13.1:

Notwithstanding the foregoing, the foregoing limitation on liability shall not be applicable in respect of any liability of Licensor to Licensee resulting from any misrepresentation in, or breach of, the terms of Section 6.2 hereof or in respect of Licensor's obligation to repay Royalty Advances pursuant to Section 3.2 hereof.

7. CHANGE OF ADDRESSES FOR NOTICE. Section 15.2 of the Distributor Agreement is hereby amended by changing the address for notice to each of Licensor and Licensee to the following:

14100 Southwest Freeway, Suite 500 Sugar Land, Texas 77478 Attn: President

8. ADDITION OF RIGHT OF FIRST REFUSAL. The Distributor Agreement is hereby amended by adding thereto a new Section 15.11 and a new Section 15.12, which shall read in their entirety as follows: Section 15.11 Right of First Refusal. If, at any time or from time to time during the term hereof, Licensor or any stockholder in Licensor shall have received a bona fide offer from any person or entity to sell, transfer or otherwise convey all or any stock in, or assets of, Licensor which Licensor or such stockholder, as the case may be (the Offeree), desires to accept, the Offeree shall first give written notice (the Offering Notice) to Licensee of the financial and other terms and conditions (the Terms and Conditions) of such offer. Licensee shall have the right and a first opportunity to purchase, lease or otherwise acquire, as the case may be, all or the applicable portion of such stock or assets (as specified in the applicable Offering Notice) on the Terms and Conditions set forth in the Offering Notice, such right to be exercised by notice in writing to the Offeree within ninety (90) days after the giving of the Offering Notice. If Licensee shall have exercised such right, the closing shall be held at the corporate offices of Licensee on the closing date specified in the Offering Notice or the date that is ninety (90) days after the date of Licensee's notice of its exercise of such right, whichever is later. If either party shall default under this Section, the other party shall be entitled to specific performance. If Licensee shall fail to give notice of the exercise of its right of first

4

refusal under this Section within such ninety (90) day period, or if Licensee shall notify the Offeree within such ninety (90) day period that Licensee has waived such right, then the Offeree shall have the right to sell, transfer or convey all or the applicable portion of the stock in, or assets of, Licensor (as specified in the Offering Notice) pursuant to the terms of the specific offer described in the applicable Offering Notice, but not otherwise. If such sale, transfer or conveyance is not consummated in accordance with the offer and the Terms and Conditions specified in the applicable Offering Notice, the rights of Licensee to an Offering Notice shall be reinstated. No exercise or waiver by Licensee of any of its rights hereunder shall modify, abridge, impair or affect any of Licensee's rights under any of the other terms or provisions of this Agreement. Any sale, transfer or other conveyance of all or any part of the stock in, or assets of, Licensor in violation of this Section shall be null and void. Skunkware, Inc., a Delaware corporation and the sole stockholder of Licensor (Skunkware), is joining in this Agreement for the purpose of agreeing to the terms of this Section and Section 15.12.

Section 15.12 OPTION TO PURCHASE. Skunkware and Licensor hereby grant to Licensee the exclusive and irrevocable right and option to purchase (the Option), at Licensee's election, either (i) all of the assets of Licensor or (ii) all of the issued and outstanding stock of Licensor. Such option shall be exercisable during a period (the Option Period) commencing on and including the earlier of (i) the date upon which Licensee shall have paid to Licensor, in any single fiscal year of Licensee, royalty payments hereunder in the aggregate amount of $10,000,000 or (ii) January 1, 2002, and ending upon the expiration or sooner termination of this Agreement. Licensee's exercise of the Option is at its sole discretion. Licensee may exercise the Option by written notice to Licensor and Skunkware at any time during the Option Period. Upon any such exercise of the Option, Licensee and Licensor or Skunkware (as the case may be) shall proceed to diligently and in good faith negotiate and execute a definitive purchase and sale agreement for Licensor's acquisition of all of the assets of, or outstanding capital stock in, Licensor, as the case may be. In the event that Licensee and Licensor or Skunkware, as the case may be, are unable to agree on any terms or conditions for such acquisition, the same shall be submitted to arbitration in accordance with the rules and procedures of the American Arbitration Association, with the arbitrator(s) to be experienced in the mainframe software industry. Notwithstanding the foregoing provision for arbitration concerning the terms of any purchase and sale agreement, and without

limiting any other

5

conditions that may be included in any such purchase and sale agreement, Licensee shall have no obligation to consummate the acquisition of the assets of, or stock in, Licensor pursuant to its exercise of the Option if Licensee's board of directors should determine, in its sole discretion, that such acquisition would not be accretive to the value of Licensee. The definitive purchase and sale agreement shall provide that License may pay the purchase price thereunder in cash, in shares of its Common Stock or in some combination thereof. So long as the Option shall be in existence (whether or not exercisable), Skunkware and Licensor agree that Licensor will conduct its business in the ordinary course and will not, without the prior written consent of Licensee, merge or consolidated with any other entity, sell all or substantially all of its assets, grant or permit to exist any lien or encumbrance on any material portion of its assets, issue any securities to any person other than Skunkware or engage in any other transaction or enter into any other agreement other than in the ordinary course of business. Skunkware further agrees that, so long as the Option shall be in existence (whether or not exercisable), it shall be and remain the sole Stockholder Licensor, and Licensor shall not issue to any other person or entity any stock, warrants or similar rights to acquire equity interests in Licensor.

9. MISCELLANEOUS.

(a) Capitalized terms used in this Amendment that are not defined herein shall have the meanings provided therefor in the Distributor Agreement.

(b) The captions used for the Sections in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of this Amendment or any Section hereof.

(c) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be construed as a single instrument.

(d) In the event any provision of this Amendment is declared or adjudged to be unenforceable or unlawful by any court, then such unenforceable or unlawful provision shall be excised herefrom, and the remainder of this Amendment, together with all rights and remedies granted thereby, shall continue and remain in full force and effect.

6

(e) The Distributor Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and thereby. All prior negotiations, representations and agreements with respect thereto not incorporated in this Amendment or the Distributor Agreement are hereby canceled. As modified hereby, the Distributor Agreement shall continue in full force and effect and be binding upon the parties hereto and their respective successors and permitted assigns. References to the Distributor Agreement after the date hereof shall mean the Distributor Agreement as amended pursuant to this Amendment. The amendments to the Distributor Agreement effected by this Amendment shall be effective from and after the date hereof.

(f) This Amendment shall be governed by and construed under the law governing the Distributor Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

PEREGRINE/BRIDGE TRANSFER CORPORATION

By: /s/ Joe Backer ---------------------------- Name: Joe Backer -------------------------- Title: CEO -------------------------

NEON SYSTEMS, INC.

By: /s/ John S. Reiland ----------------------------

Name: John S. Reiland -------------------------- Title: CFO -------------------------

8

JOINDER OF SKUNKWARE, INC.

Skunkware, Inc., a Delaware corporation, hereby joins in that certain Distributor Agreement dated as of January 1, 1996, between Peregrine/Bridge Transfer Corporation (PBTC) and NEON Systems, Inc. (NEON), as amended by the First Amendment to Distributor Agreement dated as of November 19, 1998 by and between PBTC and NEON, such joinder being for purposes of acknowledging and agreeing to be bound by the terms of the Right of First Refusal set forth in Section 15.11 of the Distributor Agreement and the Option to Purchase set forth in Section 15.12 of the Distributor Agreement. Skunkware hereby represents and warrants to NEON that Skunkware is the sole stockholder of PBTC. Skunkware further agrees that its agreements set forth herein shall be binding on its successors and assigns and inure to the benefit of NEON's successors and assigns.

Skunkware's address for any notice to it under the terms of the Distributor Agreement is as follows: Skunkware, Inc., 14100 Southwest Freeway, Suite 500, Sugar Land, Texas 77478, Attn: President.

Executed as of the 1st day of January, 1999.

SKUNKWARE, INC.

By: /s/ Joe Backer ------------------------- Name: Joe Backer ----------------------- Title: CEO ----------------------

66049:53214:DALLAS:277267.9

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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, orservices?