0001144204-16-097802 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation • New York

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2015 by and among Century Winning Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, (the “Purchaser”) and Wowo Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Seller”). Each of the Purchaser and the Seller is referred to as a “Party” and collectively as “Parties.”

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MASTER EXCLUSIVE SERVICE AGREEMENT
Master Exclusive Service Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

WHEREAS, the Parties intend to utilize their respective expertise and resources to further promote their existing business, and the businesses that are developed during the term of this Agreement, and expand their market share; and

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Shanghai as of May 13, 2015 by and among the following parties:

WORKING CAPITAL PROVISION AGREEMENT BETWEEN WANG HUIMIN ZHU XIAOXIA AND WOWO LIMITED DATED APRIL 20, 2015
Provision Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

The Major Shareholders and WOWO LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

This Exclusive Option Agreement (this “Agreement”) is entered into in Shanghai as of May 13, 2015 by and among the following parties:

BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

Proxy Agreement and Power of Attorney
Proxy Agreement and Power • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in Shanghai as of May 13 , 2015 by and among the following parties:

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