CHANGYOU.COM LIMITED and THE BANK OF NEW YORK MELLON As Depositary and OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2009Deposit Agreement • March 25th, 2009 • Changyou.com LTD • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of , 2009 among CHANGYOU.COM LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
FORM OF EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • March 17th, 2009 • Changyou.com LTD
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2018 • Changyou.com LTD • Services-prepackaged software • New York
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of , 2018, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and , an individual (the “Employee”).
Technology Support and Utilization Service AgreementTechnology Support and Utilization Service Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of September 1, 2010:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
This Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of April 15, 2015 by the following parties:
LOAN AGREEMENTLoan Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
This Loan Agreement (the “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENTExecutive Employee Non-Competition, Non-Solicitation, Confidential Information and Work Product Agreement • February 28th, 2018 • Changyou.com LTD • Services-prepackaged software • New York
In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
AMENDED AND RESTATED MARKETING SERVICES AGREEMENTMarketing Services Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software • New York
This Amended and Restated Marketing Services Agreement (the “Agreement”) is dated as of January 1, 2010, by and between Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and VIEs, “Changyou”)and Sohu.com Inc., a Delaware corporation (together with its subsidiaries and VIEs other those subsidiaries and VIEs included in the definition of Changyou, “Sohu”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in Article I hereof.
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • February 28th, 2013 • Changyou.com LTD • Services-prepackaged software
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of June 23, 2010:
CALL OPTION AGREEMENTCall Option Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into by and among the following Parties on 11th Sep. 2007 in Shanghai, the People’s Republic of China (“China”):
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
For the purpose hereof, Party A, Party B, Party C and Party D are referred to each a “party” and collectively herein as the “parties”.
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co.,...Business Operation Agreement • February 28th, 2013 • Changyou.com LTD • Services-prepackaged software
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, People’s Republic of China (“China” or “PRC”) as of June 26, 2012:
Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 26, 2012Equity Interest Purchase Right Agreement • February 28th, 2013 • Changyou.com LTD • Services-prepackaged software
This Equity Interest Purchase Right Agreement (this “Agreement”) is entered into as of June 26, 2012 between and by the following Parties in Shenzhen, People’s Republic of China (“PRC”):
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Indemnification Agreement (“Agreement”) is made as of by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”).
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
The Equity Interest Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”):
FORM OF SHARE PLEDGE AGREEMENTShare Pledge Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This SHARE PLEDGE AGREEMENT (this “Agreement”) is made and entered into by and among the following Parties on September 11, 2007 in Shanghai, the People’s Republic of China (“China”):
Re: Changyou.com Limited US$100 Million Term Loan FacilityTerm Loan Facility • February 28th, 2014 • Changyou.com LTD • Services-prepackaged software • Hong Kong
This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00 term loan facility to Changyou.com Limited.
AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013Business Operation Agreement • February 28th, 2014 • Changyou.com LTD • Services-prepackaged software
This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic of China (hereinafter referred to as “China” or “PRC”) as of June 5, 2013:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This Exclusive Business Cooperation Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between:
Changyou.com Limited 7,500,000 American Depositary Shares Representing 15,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2009 • Changyou.com LTD • Services-prepackaged software • New York
Share Transfer Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. Changyou.com Limited Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Liqing Zeng Yuan Wang Tao Liu Jie Zhang Ben, Meng Shuqi Suzhou Green Pine...Share Transfer Framework Agreement • February 28th, 2012 • Changyou.com LTD • Services-prepackaged software
This Share Transfer Framework Agreement (referred to as this “Agreement”) is entered into in Shenzhen City, the People’s Republic of China, on April 22, 2011 by and among:
Loan Agreement between Beijing AmazGame Age Internet Technology Co., Ltd. and Beijing Sohu New Media Information Technology Co., Ltd.Loan Agreement • February 27th, 2017 • Changyou.com LTD • Services-prepackaged software
Each of the Lender and the Borrower may hereinafter be referred to collectively as the “Parties” and individually as a “Party.”
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Non-Competition Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
Exclusive Services AgreementExclusive Services Agreement • March 2nd, 2015 • Changyou.com LTD • Services-prepackaged software
The Exclusive Services Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on 31 July, 2014:
Beijing AmazGame Age Internet Technology Co., Ltd. Beijing Gamease Age Digital Technology Co., Ltd. Yaobin Wang Tao Wang And Dewen Chen LOAN ASSIGNMENT AND EQUITY INTEREST TRANSFER AGREEMENTLoan Assignment and Equity Interest Transfer Agreement • February 28th, 2013 • Changyou.com LTD • Services-prepackaged software
This loan assignment and equity interest transfer agreement (this “Agreement”) is entered into as of June 23, 2010 by the following parties in Beijing, the People’s Republic of China (“PRC”).
Assignment Agreement in Relation to Shareholders’ RightsAssignment Agreement • March 2nd, 2015 • Changyou.com LTD • Services-prepackaged software
The Assignment Agreement in relation to Shareholders’ Rights (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on 31 July, 2014:
LOAN AGREEMENTLoan Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
The Loan Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”):
Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And...Equity Interest Purchase Right Agreement • February 28th, 2014 • Changyou.com LTD • Services-prepackaged software
This Amended and Restated Equity Interest Purchase Right Agreement (hereinafter referred to as this “Agreement”) is entered into as of June 5, 2013 between and by the following Parties in Shenzhen, the People’s Republic of China (hereinafter referred to as “PRC”):
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This Exclusive Technology Consulting and Service Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between:
AMENDED AND RESTATED NON-COMPETITION AGREEMENTNon-Competition Agreement • February 28th, 2012 • Changyou.com LTD • Services-prepackaged software • New York
This Amended and Restated Non-Competition Agreement is dated as of November 29, 2011, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
Exclusive Call Option AgreementExclusive Call Option Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
For the purpose hereof, Party B and Party C are collectively herein as the “Party D’s Shareholders”; Party A, Party B, Party C and Party D are referred to each a “party” and collectively herein as the “parties”.
Equity Interest Purchase Agreement Of % Equity Interests of Beijing Guanyou Gamespace Digital Technology Co., Ltd. Between Beijing Changyou Gamespace Software Technology Co., Ltd. (As the Equity Interest Purchase Obligee) (As the Equity Interest...Equity Interest Purchase Agreement • February 28th, 2011 • Changyou.com LTD • Services-prepackaged software
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of September 1, 2010 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
Acquisition Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. CHANGYOU.COM WEBGAME (HK) LIMITED Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Ben, Meng Shuqi BURGEON MAX LIMITED CADGWITH INVESTMENTS LIMITED...Acquisition Framework Agreement • February 28th, 2014 • Changyou.com LTD • Services-prepackaged software
This Acquisition Framework Agreement (“Agreement”) is entered into in Shenzhen City, the People’s Republic of China on May 1, 2013 by and among:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • February 26th, 2016 • Changyou.com LTD • Services-prepackaged software
The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”):
