AGREEMENT AND PLAN OF MERGER among THL A21 LIMITED, TitanSupernova Limited SOGOU INC. and solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, TENCENT MOBILITY LIMITED Dated as of September 29, 2020Agreement and Plan of Merger • October 1st, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
Contract Type FiledOctober 1st, 2020 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2020 (this “Agreement”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of THL (“Parent”), Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, Tencent Mobility Limited, a company incorporated under the laws of Hong Kong (“TML”).
CONTRIBUTION AGREEMENTContribution Agreement • October 1st, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
Contract Type FiledOctober 1st, 2020 Company Industry JurisdictionThis CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 29, 2020, by and between THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), and TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of THL (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHARE PURCHASE AGREEMENT dated as of September 29, 2020 among TITANSUPERNOVA LIMITED, SOHU.COM (SEARCH) LIMITED and SOHU.COM LIMITEDShare Purchase Agreement • October 1st, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
Contract Type FiledOctober 1st, 2020 Company Industry JurisdictionThis SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2020, by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Seller”), and (c) Sohu.com Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and the 100% parent of Seller (“Sohu”, and together with Seller, the “Seller Parties”).