LIMITED GUARANTEELimited Guarantee • December 28th, 2015 • Zhou Hongyi • Services-computer programming services • New York
This Limited Guarantee, dated as of December 18, 2015 (this "Limited Guarantee"), is made by Jiaxingyingfei Investment Center (Limited Partnership) (嘉兴英飞投资中心 (有限合伙)), a limited partnership formed under the laws of the People’s Republic of China (including its successors and permitted assigns, the "Guarantor"), in favor of Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among, Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"), Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws
ESCROW AGREEMENTEscrow Agreement • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
This Escrow Agreement (this “Agreement”), dated as of December 18, 2015 (this “Agreement”), is made by and among Pearl River Life Insurance Co., Ltd. (珠江人寿保险股份有限公司), a limited liability company incorporated under the laws of the PRC (“Investor”), Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws of the PRC ("Parent"), and Qihoo 360 Technology Co. Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"). Each of Investor, Parent and the Company are referred to herein as a "Party" and together as "Parties".
Tianjin Xinxin Qiyuan Investment Limited Partnership ( 天津信心奇缘股权投资合伙企业 ( 有限合伙 ) ) 360 Tower, No. 6 Jiuxianqiao Road, Chaoyang District, Beijing December 18, 2015Investment Agreement • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
Tianjin Xinxin Qiyuan Investment Limited Partnership (including its successors or permitted assigns, the "Investor") is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"), and (ii) Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Parent"). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Compan
STRICTLY Private and confidentialDebt Commitment Letter • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”, together with this letter and appendices attached hereto, this “Commitment Letter”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
This Interim Investors Agreement (the “Agreement”) is made as of December 18, 2015 by and among Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws of the People’s Republic of China (“Parent”), True Thrive Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), New Summit Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), the Equity Investors (as defined below) and the Founder Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • December 28th, 2015 • Zhou Hongyi • Services-computer programming services • New York
This Limited Guarantee, dated as of December 18, 2015 (this "Limited Guarantee"), is made by Global Village Associates Limited, a British Virgin Islands company (including its successors and permitted assigns, the "Guarantor"), in favor of Qihoo 360 Technology Co. Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Guaranteed Party"). Reference is hereby made to each of: (i) that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among the Guaranteed Party, Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People’s Republic of China ("Holdco"), Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws of the People’s Republic of China ("Parent"), True Thriv
SIP Oriza Chongyuan M&A Fund Partnership (Limited Partnership) Building 18, Sandlake VC/PE Community, No. 183 Suhong East Rd., Suzhou Industrial Park, China December 18, 2015Partnership Agreement • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
SIP Oriza Chongyuan M&A Fund Partnership (Limited Partnership) (including its successors or permitted assigns, the "Investor") is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"), and (ii) Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Parent"). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (t
Joint Filing AgreementJoint Filing Agreement • December 28th, 2015 • Zhou Hongyi • Services-computer programming services
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
