Intellectual Property License Agreement dated December 12, 2018 by and between Shenchuang Dachen (Shenzhen) Technology Co., Ltd. and Wuba Life Circle (Shenzhen) Technology Co., Ltd

Party A, a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (hereinafter referred to as “China”), has relevant intellectual property rights and has rich experience and professional personnel in research and development of intellectual property;

Party B, a limited liability company incorporated in Shenzhen, which engaged in the design of computer software and hardware, technical development, sales, technical consultation; database and computer network services; advertising business; online business and trade activities (excluding restricted items); technical development of electronic platform; chain store management service; E-commerce; database service, database management; import and export business (excluding restricted items); internet information service; warehousing service (excluding  hazardous articles);

the Exclusive Consulting Service Agreement entered into by Party A and Party B this 12^th day of December, 2018, which stipulated that Party A shall provide Party B with relevant consultation and service in respect of interllectual property license matters;

Party A hereby agrees to grant Party B the intellectual property rights subject to the terms and conditions of this Agreement, and Party B agrees to accept such rights subject to the same terms and conditions.

Intellectual Property

License Grant

License

Party A hereby agrees to grant Party B and Party B hereby agrees to accept the intellectual property rights to use in China subject to the terms and conditions of this Agreement. The license under this Agreement is a non-exclusive, non-sublicensable and non-transferable license.

In respect to the intellectual property newly developed or acquired by Party A that is not included in Annex 1 hereto, if Party B not chanllege to the intellectual property rights that Party A intends to license within 5 working days after receiving such notice, it shall be deemed to have been accepted by Party B.

For the purpose of the intellectual property license under this Agreement, where approval, registration or filing by any governmental authority is required, the parties shall take all necessary action to implement and complete all such formalities without delay.

Scope

The intellectual property rights granted to Party B under this Agreement shall only be used by Party B in general business. Unless otherwise stipulated in this Agreement, Party B shall not sublicense the intellectual property rights to others or use for the training, commercial sharing, leasing, etc. of any third party without consent of Party A.

The intellectual property rights granted to Party B shall be valid only in China. Party B hereby agrees not to use or authorize to use the intellectual property rights directly or indirectly elsewhere.

Intellectual Property Royalties

Party A’s Right and Protection

Party B hereby agrees that during and after the term of this Agreement, Party B shall not chanllenge the relevant rights of Party A with respect to the above mentioned intellectual property and the validity of this Agreement, and no acts that Party A considers to be detrimental to its rights and licenses shall be carried out.

Party B hereby agrees to provide Party A with the necessary assistance to protect Party A’s intellectual property rights. If any third party claims against Party A in respect of infringement of intellectual property rights, Party A may in its discretion to submit a counterclaim in its own name, in the name of Party B, or in the name of both parties. If any infringement of the said intellectual property rights made by any third party, Party B shall, as far as is known, notify Party A in writing immediately upon such infringement. Only Party A shall have the right to decide whether to take action against such infringement or not.

Party B hereby agrees to use the intellectual property only subject to the terms and conditions of this Agreement, and shall not use the intellectual property in any manner that Party A considers to be fraudulent, misleading or otherwise detrimental to the intellectual property or the reputation of Party A.

Confidentiality

Any confidential information (hereinafter referred to as “Confidential Information”) of Party A that Party B known or had access to due to the intellectual property license shall be kept confidential by Party B. Party B shall promptly return or destroy any documents and materials containing Confidential Information as required by Party A and shall delete any Confidential Information from any relevant memory device and shall not continue to use such Confidential Information. Party B shall not disclose, provide or transfer such Confidential Information to any third party without the written consent of Party A.

The obligation of both parties to protect the Confidential Information under this Agreement shall survive after expiration or termination of this Agreement.

Representations and Warranties

Party A hereby represents and warrants as follows:

It is a duly incorporated wholly foreign-owned enterprise and validly existing under the laws of China.

It has full power and authority to enter into and perform this Agreement within the scope of its business; it has taken the necessary corporate actions duly authorized and obtained (if necessary) the consent and approval of any third party or the Government; it will not violate any Law or company restrictions binding on or affecting it.

This Agreement shall constitute a lawful, valid, binding and enforceable obligation of Party A under this Agreement after it has been signed by both parties hereto.

It shall have the corresponding rights to the relevant intellectual property.

Party B hereby represents and warrants as follows:

It is a duly incorporated limited liability company and validly existing under the laws of China.

It has full power and authority to enter into and perform this Agreement within the scope of its business; it has taken the necessary corporate actions duly authorized and obtained (if necessary) the consent and approval of any third party or the Government; it will not violate any Law or company restrictions binding upon or affecting it.

This Agreement shall constitute a lawful, valid, binding and enforceable obligation of Party B under this Agreement after it has been signed by both parties hereto.

Effectiveness and Term

This Agreement is signed on the date first above and shall enter into force at the same time. This Agreement shall be valid for a period of 10 years unless terminated in advance in accordance with this Agreement.

This Agreement shall be automatically extended for an additional 10 years, and thereafter the same, unless a notice of no extend the term of this Agreement is given by Party A 90 days prior to the end of the term.

Termination

Prior Termination

Effect of Termination or Expiration

Force Majeure

Force Majeure Event means any event that is beyond the reasonable control of a Party and that cannot be avoided with the reasonable attention of the affected party, including, but not limited to, act of government, act of God, fire, explosion, storm, flood, earthquake, tide, lightning or war. However, lack of credit, funds or financing shall not be deemed to be matters beyond the reasonable control of a party. The party affected by Force Majeure Event seeking to realese itself from its obligations under this Agreement or any provisions hereof shall notify the other party in writing of such release as soon as possible.

If the performance of any obligations by either party under this Agreement is delayed or prevented by Force Majeure Event as defined above, the Party affected shall not be liable for any failure and delay in performance of any such obligations. However, release from liability may only be granted to the affected party to the extent that it uses its reasonable and practicable efforts to perform this Agreement, and only to the extent that performance is delayed or prevented. Once the causes of such release have been rectified and remedied, the parties agree to use their best efforts to restore performance of this Agreement.

Settlement of Dispute

All disputes arising out of or in connection with this Agreement shall be amicably resolved by both parties. In the event that any such dispute cannot be amicably resolved by the Parties within thirty days, then any Party may have a right to submit such dispute to Shenzhen-Hongkong-Macao Office of Zhanjiang Court of International Arbitration in Shenzhen. The arbitration shall be conducted by three arbitrators in accordance with the arbitration rules in force at that time. The Petitioner and the Respondent shall designate an arbitrator respectively, and the third arbitrator shall be appointed by Zhanjiang Court of International Arbitration. The award of the arbitration shall be final and binding on both parties. During the course of arbitration, both parties shall continue to perform their obligations under this Agreement, except the disputed matters or obligations submitted to arbitration. The arbitrators shall have the right to make an appropriate award in the light of the actual circumstances, to give Party A appropriate legal relief, including imposing restrictions on the business, equities or assets of Party B and prohibiting Party B to transfer or dispose of its business, equities or assets and enter into liquidation.

During the settlement of the dispute, the parties shall continue to perform the remaining provisions hereof, except disputed matters.

Notices

Governing Law

Amendments and Supplements

Severability

Annex

Language