QIHOO 360 TECHNOLOGY CO. LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2011Deposit Agreement • March 24th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
DEPOSIT AGREEMENT dated as of , 2011 among QIHOO 360 TECHNOLOGY CO. LTD., 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 (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of , by and between Qihoo 360 Technology Co. Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
QIHOO 360 TECHNOLOGY CO. LTD. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of September 5, 2013 2.50% Convertible Senior Notes due 2018Indenture • April 25th, 2014 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
INDENTURE dated as of September 5, 2013 between QIHOO 360 TECHNOLOGY CO. LTD., a Cayman Islands exempted limited liability company, as issuer (the “Company”, as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED., a banking corporation organized under the laws of Hong Kong, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2010 by and between Qihoo 360 Technology Co. Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
JOINDER AGREEMENTJoinder Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
This Joinder Agreement (“Joinder”) dated this 26th day of April, 2010 is made by CEYUAN ADVISORS FUND II, LLC, an exempted limited partnership registered in the Cayman Islands (the “Joining Party”) in favor of each of the current and future parties of that certain Second Amended and Restated Registration Rights Agreement (the “Agreement”) dated January 8, 2010 by and among Qihoo Technology Company Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP, a limited partnership registered under the laws of Japan (the “Selling Party”) and each of the other parties thereto (each of the foregoing entities, together with the Company and the Selling Party, is referred to as an “Existing Party” and, collectively, the “Existing Parties”).
EQUITY DISPOSITION AGREEMENTEquity Disposition Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
THIS EQUITY DISPOSITION AGREEMENT (this “Agreement”) is made and entered into on this 26th day of April, 2012 in Beijing, China by and among the following parties (the “Parties”):
International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Ground Floor of Tower B Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 BeijingPurchase Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
Both parties have reached the following agreement through negotiation based on equality, voluntariness and fairness and in accordance with the relevant laws and regulations.
EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
THIS EQUITY PLEDGE AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into on this 26th April of 2012 by and among:
JOINDER AGREEMENTJoinder Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
This Joinder Agreement (“Joinder”) dated 29 January, 2010 is made by Sequoia Capital China Principals Fund I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “Joining Party”) in favor of each of the current and future parties of that certain Amended and Restated Share Incentive Agreement (the “Agreement”) dated January 8, 2010 by and among Qihoo Technology Company Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), Sequoia Capital China I, L.P, a limited partnership registered under the laws of the Cayman Islands (the “Selling Party”) and each of the other parties thereto (each of the foregoing entities, together with the Company and the Selling Party, is referred to as an “Existing Party” and, collectively, the “Existing Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
Loan Agreement between Qihoo Technology Company Limited And Xiangdong QiLoan Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
JOINDER AGREEMENTJoinder Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
This Joinder Agreement (“Joinder”) dated 29 January, 2010 is made by Sequoia Capital China Partners Fund I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “Joining Party”) in favor of each of the current and future parties of that certain Second Amended and Restated Registration Rights Agreement (the “Agreement”) dated January 8, 2010 by and among Qihoo Technology Company Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), Sequoia Capital China I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “Selling Party”) and each of the other parties thereto (each of the foregoing entities, together with the Company and the Selling Party, is referred to as an “Existing Party” and, collectively, the “Existing Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie Loan AgreementLoan Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
ACKNOWLEDGMENT AND AGREEMENTShareholders Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
The undersigned wishes to receive from Sequoia Capital China I, L.P. ( the “Transferor”), 1,148,180 Series A Preferred Shares (the “Shares”) of Qihoo Technology Company Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”);
QIHOO 360 TECHNOLOGY CO. LTD. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of August 6, 2014 1.75% Convertible Senior Notes due 2021Indenture • April 27th, 2015 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
INDENTURE dated as of August 6, 2014 between QIHOO 360 TECHNOLOGY CO. LTD., a Cayman Islands exempted limited liability company, as issuer (the “Company”, as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED., a banking corporation organized under the laws of Hong Kong, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Business Operation AgreementBusiness Operation Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is made and entered into on this 20th day of August, 2007 in Beijing, China by and among the following parties (the “Parties”):
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Beijing on October 12, 2009:
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Qihoo 360 Technology Co LTD • Services-computer programming services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A and Class B Ordinary Shares, par value $0.001 per share, of Qihoo 360 Technology Co. Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Supplementary Agreement to the Technology Development Agreement with respect to Qihu Online Shops Information SystemTechnology Development Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
Technology Development ContractTechnology Development Contract • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
Amendment One to Google Linking AgreementGoogle Linking Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
This Amendment One to Google Linking Agreement (the “Amendment One”) is entered into by and between Google Ireland Limited, a company formed under the laws of Ireland (“Google”) and Qizhi Software (Beijing) Co., Ltd., a company formed under the laws of People’s Republic of China (“Customer”). This Amendment One shall be effective as of July 1, 2009 (the “Amendment One Effective Date”). Capitalized terms not otherwise defined herein shall have their meanings as set forth in the Agreement (as defined below).
Amendment Three to Google Linking AgreementGoogle Linking Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
This Amendment Three to Google Linking Agreement (the “Amendment Three”) is entered into by and between Google Ireland Limited, a company formed under the laws of Ireland (“Google”) and Qizhi Software (Beijing) Co., Ltd., a company formed under the laws of People’s Republic of China (“Customer”). This Amendment Three shall be effective as of February 1, 2010 (the “Amendment Three Effective Date”). Capitalized terms not otherwise defined herein shall have their meanings as set forth in the Agreement (as defined below).
SHARE SUBSCRIPTION AGREEMENT BY AND AMONGShare Subscription Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
WHEREAS, pursuant to the Share Subscription Agreement dated January 19, 2006, as supplemented on May 16, 2006 (the “Series A Share Subscription Agreement”) as supplemented on May 16, 2006 by and among the Company certain of the Investors and other parties named therein, the Company issued and sold to such Investors an aggregate of 32,603,760 shares of Series A Convertible Participating Redeemable Preferred Shares, par value US $0.001 per share, of the Company (the “Series A Preferred Shares”);
Supplementary Agreement to the Technology Development Agreement with respect to Advertisement Union Agency Management Information SystemTechnology Development Agreement • April 19th, 2013 • Qihoo 360 Technology Co LTD • Services-computer programming services
ACKNOWLEDGMENT AND AGREEMENTShareholders Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
The undersigned wishes to purchase from GMO VenturePartners Investment Limited Partnership (“Transferor”) a total of 1,476,189 shares, par value US$0.001 per share, of Series A Preferred Shares (the “Shares”) of Qihoo Technology Company Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”);
Loan Agreement Among Qihoo Technology Company Limited And Jie Chen Su ZouLoan Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
ACKNOWLEDGMENT AND AGREEMENTShareholders Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
The undersigned wishes to purchase from GMO VenturePartners Investment Limited Partnership (“Transferor”) a total of 58,790 shares, par value US$0.001 per share, of Series A Preferred Shares (the “Shares”) of Qihoo Technology Company Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”);
Technology Development ContractTechnology Development Contract • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
In order to provide better development services to Party A regarding Qihoo Online Shopping Mall Information System, Party A hereby engages Party B to develop Qihoo Online Shopping Mall Information System. Party A and Party B hereby agree to enter into this Technology Development Contract after friendly negotiation and in accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations.
Business Operation AgreementBusiness Operation Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is made and entered into on this 18th day of October, 2010 in Beijing, China by and among the following parties (the “Parties”):
Amendment Four to Google Linking AgreementGoogle Linking Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
This Amendment Four to Google Linking Agreement (the “Amendment Four”) is entered into by and between Google Ireland Limited, a company formed under the laws of Ireland (“Google”) and Qizhi Software (Beijing) Co., Ltd., a company formed under the laws of People’s Republic of China (“Customer”). This Amendment Four shall be effective as of April 1, 2010 (the “Amendment Four Effective Date”). Capitalized terms not otherwise defined herein shall have their meanings as set forth in the Agreement (as defined below).
NOVATION AGREEMENTNovation Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services
· Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2011 by and among Qihoo 360 Technology Co. Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), and the persons listed in Schedule A hereof (the “Investors”).
Google Linking AgreementLinking Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • California
This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1st and 2nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Beijing Qihoo Technology Co., Ltd., a corporation formed under the laws of People’s Republic of China having offices located at Building D1,Huitong Office Plaza, No.71 JianGuo Road, Chaoyang District, Beijing , 100025 P.R. China (“Customer”). This Agreement shall be effective as of December 1, 2008 (the “Effective Date”).
Google Linking AgreementGoogle Linking Agreement • March 14th, 2011 • Qihoo 360 Technology Co LTD • Services-computer programming services • California
This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1st and 2nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Qizhi Software (Beijing) Co., Ltd., a corporation formed under the laws of People’s Republic of China having offices located at Building 4F, ZhaoWei Office Plaza, No. 14 JiuxianQiao Road, Chaoyang District, Beijing, 100016 P.R. China (“Customer”). This Agreement shall be effective as of October 1, 2009 (the “Effective Date”).
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Qihoo 360 Technology Co LTD • Services-computer programming services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A and Class B Ordinary Shares, par value $0.001 per share, of Qihoo 360 Technology Co. Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Share Adjustment Framework AgreementShare Adjustment Framework Agreement • April 28th, 2016 • Qihoo 360 Technology Co LTD • Services-computer programming services • Hong Kong
This framework agreement (hereinafter referred to as the "Framework Agreement") is concluded by the following parties on September 18, 2015:
