INDEMNIFICATION AGREEMENTIndemnification Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2011, by and between Phoenix New Media Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and (the “Indemnitee”), [a director/an officer] of the Company.
Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Beijing Tianying Jiuzhou Network Technology Co., Ltd. December 31, 2009Exclusive Technical Consulting and Service Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of China (“China”):
Equity Pledge Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yansheng He, Yinxia Liu, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge AgreementEquity Pledge Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”):
Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd.Cooperation Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Party B is a cooperation partner of Phoenix Satellite TV Co., Ltd. (“Phoenix Satellite TV”) and has been authorized to operate exclusively the internet and wireless value added business of Phoenix Satellite TV. Founded in April 2000, and with a registered capital of RMB10 Million, Party B has accumulated rich technological experiences and strong competitive edge in the internet area, has been dedicated to the development of internet in China with a focus on the combination of internet with traditional market and application, and engages mainly in the internet information services (other than news, publication, education, medical care, medicine, and medical instrument contents) and mobile network value added telecommunication business in the Beijing area.
Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and TechnologyCooperation Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations • Beijing
Phoenix Satellite TV (“PSTV”) and Phoenix New Media (“PNM”) have entered into the following agreement in respect of cooperation in the fields of branding, content, promotion and technology to further promote the sound and rapid development of PNM, enhance the use and management of PSTV’s brand and program content resources on the Internet and in mobile business, safeguard the interest and commercial value of the entire PSTV Group, achieve maximum returns from the non-cash support provided by the PSTV Group to PNM in branding, content and promotion, attain the full realization of PNM’s value in the capital market, and maximize the interest of the PSTV Group and each shareholder of the PSTV Group.
Loan Agreement by and among Yansheng He Yinxia Liu and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009Loan Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Trademark License Agreement between Phoenix Satellite Television Trademark Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009Trademark License Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Trademark License Agreement (this “Agreement”) is entered into by the following two Parties on November 24, 2009 in Beijing, the People’s Republic of China (“China”):
Voting Right Entrustment Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Yifeng Lianhe (Beijing) Technology Co., Ltd., Yansheng He and Yinxia Liu December 31, 2009Voting Right Entrustment Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“China”):
Memorandum of Loan AgreementLoan Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations • Hong Kong
Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16th Floor No. 4, Hui Xin Dong Jie...Trademark License Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Reference is made to the to the Trademark License Agreement (商标使用许可协议), dated as of November 24, 2009 between Phoenix Satellite Television Trademark Limited and Tianying Jiuzhou Network Technology Co., Ltd. (北京天盈九州网络技术有限公司)(the “Tianying Trademark License Agreement”) and the Trademark License Agreement (商标使用许可协议), dated as of November 24, 2009 between Phoenix Satellite Television Trademark Limited and Yifeng Lianhe (Beijing) Technology Co., Ltd. （怡丰联合（北京）科技有限责任公司） (the “Yifeng Trademark License Agreement” and, together with the Tianying Trademark License Agreement, the “Trademark License Agreements” ). As referenced herein, “Licensor” shall mean Phoenix Satellite Television Trademark Limited and “Licensees” shall mean Tianying Jiuzhou Network Technology Co., Ltd. and Yifeng Lianhe (Beijing) Technology Co., Ltd., collectively.
ContractTrademark License Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Schedule of material differences between the Trademark License Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix Satellite Television Trademark Limited
Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix HallProgram Content License Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Reference is made to the to the Program Content License Agreement (节目内容使用许可协议), dated as of November 24, 2009 between Phoenix Satellite Television Company Limited and Tianying Jiuzhou Network Technology Co., Ltd. (北京天盈九州网络技术有限公司)(the “Tianying Content License Agreement”) and the Program Content License Agreement (节目内容使用许可协议), dated as of November 24, 2009 between Phoenix Satellite Television Company Limited and Yifeng Lianhe (Beijing) Technology Co., Ltd. （怡丰联合（北京）科技有限责任公司） (the “Yifeng Content License Agreement” and, together with the Tianying Content License Agreement, the “Content License Agreements” ). As referenced herein, “Licensor” shall mean Phoenix Satellite Television Company Limited and “Licensees” shall mean Tianying Jiuzhou Network Technology Co., Ltd. and Yifeng Lianhe (Beijing) Technology Co., Ltd., collectively.
Voting Right Entrustment Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Beijing Tianying Jiuzhou Network Technology Co., Ltd., Haiyan Qiao and Ximin Gao...Voting Right Entrustment Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“China”):
Exclusive Equity Option Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Qiao Hai Yan, Gao Xi Min, Beijing Tianying Jiuzhou Network Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd....Exclusive Equity Option Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”):
Loan Agreement by and among Haiyan Qiao Ximin Gao and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009Loan Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Supplemental Agreement to the Content, Branding, Promotion and Technology Cooperation AgreementSupplemental Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
For certain reasons, Party B intends to amend certain provisions contained in the agreement between Phoenix TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Brand, Promotion and Technology (the “Cooperation Agreement”) dated November 24, 2009 between Party A and Party B. Now, upon friendly negotiations, Party A and Party B have agreed as follows:
PHOENIX NEW MEDIA LIMITED SHAREHOLDERS’ AGREEMENTShareholder Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations • Hong Kong
This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 24th day of November, 2009, by and among PHOENIX NEW MEDIA LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”); the Persons listed on Schedule 1 of this Agreement (each an “Investor” and collectively the “Investors”); the Persons listed on Schedule 2A attached to this Agreement (collectively, the “Existing Shareholder”); PHOENIX SATELLITE TELEVISION INFORMATION LIMITED, a company organized and existing under the Laws of the British Virgin Islands (the “BVI Co”); FENGHUANG ON-LINE (BEIJING) INFORMATION TECHNOLOGY CO., LTD., a wholly owned foreign enterprise incorporated under the Laws of the PRC (the “WFOE”) whose equity is 100% owned by the BVI Co; BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“Tian Ying”), and YIFENG LIANHE (BEIJING) TECHNOLOGY CO., LTD., a dom
Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009Program Content License Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Program Content License Agreement (“Agreement”) is entered into between the following two parties on November 24, 2009 in Beijing:
Exclusive Equity Option Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yan Sheng He, Yin Xia Liu, Yifeng Lianhe (Beijing) Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009...Exclusive Equity Option Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”):
Schedule of material differences between Program Content Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix TVProgram Content Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations
Description of Party B’s business in preamble “… operate the Phoenix Satellite TV Website (defined below) and Other Websites (defined below) and provide thereon, provide Internet information services such as news, entertainment, and business information, as well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network clients …” “…operate an information service business under the 2nd category value added telecommunication business, which service provides information services such as news, entertainment, and business information…”
PHOENIX NEW MEDIA LIMITED PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • April 21st, 2011 • Phoenix New Media LTD • Television broadcasting stations • Hong Kong
This PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the Ninth day of November, 2009 by and among PHOENIX NEW MEDIA LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the purchasers listed on Schedule 1 attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the Persons listed on Schedule 2 attached to this Agreement (collectively, the “Existing Shareholder”), PHOENIX SATELLITE TELEVISION INFORMATION LIMITED, a company organized and existing under the Laws of the British Virgin Islands (the “BVI Co”), BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“Tian Ying”), YI FENG LIANHE (BEIJING) TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“Yi Feng” and together with Tian Ying, the “Domestic Companies” and each a “Domestic Company”), a
