THE9 LIMITED AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2004Deposit Agreement • November 26th, 2004 • The9 LTD • New York
The Bank of New York as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2004 • The9 LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between The9 Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
Dated the 10th day of September, 2002 Wezen Inc. and GAMENOW.NET (HONG KONG) Ltd.Joint-Venture Agreement • November 26th, 2004 • The9 LTD
In accordance with the laws of the Hong Kong Special Administrative Region (hereinafter referred to as “Hong Kong”) of the People’s Republic of China (hereinafter referred to as “China”), Webzen Inc., established in accordance with the laws of the Republic of Korea (hereinafter referred to as “Korea”) with its principal office at 6F, Daelim Acrotel, 467-6, Dogok-Dong, Kangnam-Gu, Seoul, Korea (hereinafter referred to as “WEBZEN” for the First Party) and GAMENOW.NET (HONG KONG) LIMITED, established in accordance with the laws of Hong Kong with its principal office located at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“hereinafter referred to as “GAMENOW”) or the Second Party) hereby agree to establish a joint venture company with investment jointly contributed by the parties, at Hong Kong, China, based on the principles of equality and mutual benefit as well as through friendly negotiations on this 10th day of September 2002. The parties shall hereinaft
Share Pledge Agreement between He Xudong and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Jiucheng Advertisement Co., Ltd.Equity Pledge Agreement • November 26th, 2004 • The9 LTD
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2004 • The9 LTD • Hong Kong
LICENSE AGREEMENTLicense Agreement • November 26th, 2004 • The9 LTD • California
This LICENSE AGREEMENT (“Agreement”) is entered into this 10th day of September, 2002, by and between Webzen Inc, a corporation duly organized and existing under the laws of Republic of Korea (“Korea”) and having its principle office at 6F, Daelim Acrotel, 467-6, Dogok-Dong, Kangnam-Gu, Seoul, Korea (“WEBZEN” or “Licensor”), and JVC, existing under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) of People’s Republic of China (“China”) and having its principle office at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“JVC” or “Licensee”)(individually referred to as a “Party” and collectively referred to as the “Parties”).
Loan AgreementLoan Agreement • November 26th, 2004 • The9 LTD
Junnet Exclusive (General) Fee Collecting Agent Agreement (Products of MU and Mystina Online)Collecting Agent Agreement • November 26th, 2004 • The9 LTD
DATED April 3, 2000Shareholders’ Agreement • November 26th, 2004 • The9 LTD • Hong Kong
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2004 • The9 LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 25, 2004, by and among The9 Limited, a Cayman Islands company (the “Company”), Bosma Limited, a British Virgin Islands company (“Bosma”) and Jun Zhu, an individual and Incsight Limited (Jun Zhu and Incsight Limited collectively, “Zhu”, and together with Bosma, “Investors”). Terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Shareholders’ Agreement dated as of April 3, 2000 (the “Shareholders’ Agreement”) by and among the Company, Investors and certain other shareholders of the Company.
Dated April 16, 2004 AMONG OBJECT SOFTWARE LIMITED THE EXISTING SHAREHOLDERS AND THE9 LIMITEDShareholders’ Agreement • November 26th, 2004 • The9 LTD • Hong Kong
We, ZHU, Jun (on behalf of Gamenow.net Limited) and ONG, Toon Weh (on behalf of China Interactive (Singapore) Pte Ltd., hereby confirm as follows:The9 LTD • November 26th, 2004
In spite of Clause “Definitive Agreement” of the Term Sheet which was made the 29th day of March, 2004 by and among China Interactive (Singapore) Pte Ltd., Gamenow.Net (Hong Kong) Limited, China The9 Interactive Limited, both of us agreed to sign the “Loan Agreement” as described in the Term Sheet before Dec. 30, 2004.
Exclusive Technical Support Service Agreement between Shanghai Jiucheng Information Technology Co., Ltd. and The9 Computer Technology Consulting (Shanghai) Co., Ltd. January 1, 2004Service Agreement • November 26th, 2004 • The9 LTD
This Exclusive Technical Support Service Agreement (hereinafter this “Agreement”) is entered into in Shanghai as of January 1, 2004 by and between the following two Parties:
VOTING AGREEMENTVoting Agreement • November 26th, 2004 • The9 LTD • New York
(Incsight and Bosma are individually referred to herein as “Party” and are collectively referred to herein as the “Parties”.)
BEIJING WANWEI SKY TECHNOLOGY CO., LTD. CAPITAL SUBSCRIPTION AGREEMENTCapital Subscription Agreement • November 26th, 2004 • The9 LTD
THIS INCREASED CAPITAL SUBSCRIPTION AGREEMENT (this “Agreement”) is made on October 19, 2004 in Beijing, the People’s Republic of China (“PRC”) by and among the following parties:
Master Agreement between The9 Computer Technology Consulting (Shanghai) Co., Ltd. and Shanghai Jiucheng Information Technology Co., Ltd. and 9Webzen (Shanghai) Co., Ltd. for Joint Operations of MU Online Game January 1, 2004Master Agreement • November 26th, 2004 • The9 LTD
This Master Agreement (hereinafter this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”) as of January 1, 2004 by and among the following three Parties:
Call Option Agreement between Zhu Jun and Qin Jie and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Jiucheng Information Technology Co., Ltd.Equity Transfer Option Agreement • November 26th, 2004 • The9 LTD
Domain Name License Agreement Between Gamenow.Net (Hong Kong) Limited (Licensor) and Shanghai Jiucheng Information Technology Co., Ltd. January 1, 2004Domain Name License Agreement • November 26th, 2004 • The9 LTD
This Domain Name License Agreement (hereinafter this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”) as of January 1, 2004 by and between the following Parties:
ContractCooperative Agreement • November 26th, 2004 • The9 LTD
THIS COOPERATIVE AGREEMENT is entered by and between Lager (Beijing) Information Co., Ltd. and The9 Computer Technology Consulting (Shanghai) Co., Ltd. through negotiation on July 19, 2004 in Shanghai.
SHAREHOLDERS AGREEMENTShareholders Agreement • November 26th, 2004 • The9 LTD
(referred to each as a “Party” or “Shareholder” and collectively as “Parties” or “Shareholders” to this Agreement and “Parties” or “Shareholders” shall also include any Party or Shareholder who has executed a Deed of Ratification & Accession to this Agreement pursuant to Clause 11)
SHANGHAI MUNICIPALITY PROPERTY LEASE CONTRACT (PRE-LEASE OF COMMODITY PROPERTY) PRINTED BY SHANGHAI MUNICIPALITY HOUSING LAND RESOURCES ADMINISTRATIVE BUREAU SHANGHAI MUNICIPALITY ADMINISTRATION OF INDUSTRY AND COMMERCESpecial Notice • November 26th, 2004 • The9 LTD
TERM SHEETTerm Sheet • November 26th, 2004 • The9 LTD
CHINA INTERACTIVE (SINGAPORE) PTE LTD, a company incorporated in Singapore and having its registered office at 45 Sam Leong Road, Singapore 207935 (hereinafter referred to as “CIS”);
MEMORANDUM OF AGREEMENTMemorandum of Agreement • November 26th, 2004 • The9 LTD • Hong Kong
Exclusive Sub-license Agreement between (Sub-licensor) and 9Webzen (Shanghai) Co., Ltd. (Sub-licensee) for Network Game MU Software January 29, 2003Sub-License Agreement • November 26th, 2004 • The9 LTD
This Exclusive Sub-license Agreement for Software (hereinafter this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”) as of January 29, 2003 by and between the following two Parties:
DATED 20th December, 2000Supplementary Agreement • November 26th, 2004 • The9 LTD
THIS SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”) is made on April 2, 2004 AMONG: WHEREAS:Subscription and Purchase Agreement • November 26th, 2004 • The9 LTD • Hong Kong
