0001193125-06-093584 Sample Contracts

LOAN AGREEMENT
Loan Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.

The Borrower holds 80% of the equity interest in Beijing Lei Ting Wan Jun Network Technology Company Limited (hereinafter referred to as the “Borrower Company”), a limited liability company registered in the People’s Republic of China (hereinafter referred to as the “PRC”).

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CO-BRANDING AGREEMENT
Co-Branding Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • England and Wales

THIS CO-BRANDING AGREEMENT (this “Agreement”), entered into on the 22nd day of August 2005 and effective as of the 22nd day of August 2005 (“Effective Date”), by and among (a) Skype Communications, S.A. (“Skype”), a limited company (société anonyme) incorporated in Luxembourg, with its principal place of business at 6 rue Adolphe Fischer, L-1520 Luxembourg, Luxembourg, (b) Skype Technologies, S.A. (“Skype Holding”), a limited company (société anonyme) incorporated in Luxembourg, with its principal place of business at 6 rue Adolphe Fischer, L-1520 Luxembourg; (c) TOM Online (BVI) Limited (“Online BVI”), a company incorporated in the British Virgin Islands with limited liability, whose correspondence address is at 8th Floor, Tower W3, Oriental Plaza No.1 Dong Changan Avenue, Dong Chang District, Beijing 100738, PRC; (d) TOM Online Inc. (“Tom Holding”), a company incorporated in the Cayman Islands with limited liability and listed on the NASDAQ National Market in the United States of Ame

Exclusive Option Agreement
Exclusive Option Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing

In this Agreement, each of Party A, Party B and Party C shall be hereinafter referred to as a “Party” and collectively the “Parties”.

LOAN AGREEMENT
Loan Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.

The Lender and Lahiji Vale Limited entered into a Loan Agreement (hereinafter referred to as the “Master Loan Agreement”) at the time of execution of this Agreement, under which the Lender undertakes to supply the Borrower a long-term loan under the Master Loan Agreement in accordance with the terms and conditions under this Agreement.

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands

Registered Address: Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
SUPPLEMENTAL AGREEMENT
Supplemental Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
Business Operation Agreement
Business Operation Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
Beijing Lei Ting Wan Jun Network Technology Ltd. and Beijing Bai Jia International Ecommerce Co., Ltd. Domain Name Transfer Agreement relating to Transfer of the Domain Name “tom.com.cn”
Domain Name Transfer Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.

THIS AGREEMENT (hereinafter referred to as the “Agreement”) is entered into by and between Beijing Lei Ting Wan Jun Network Technology Ltd. (hereinafter referred to as “Lei Ting Wan Jun”) and Beijing Bai Jia International Ecommerce Co., Ltd. (hereinafter referred to as “Bai Jia”) and comes into effect on the latter date of signature..

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Business Operations Agreement
Business Operations Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
SHARE PLEDGE AGREEMENT
Share Pledge Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.

In this Agreement the above Pledgee and Pledgor shall be referred to individually as a “Party” and collectively as the “Parties”.

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands

Registered Address: Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
Equity Transfer Agreement
Equity Transfer Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.

Pu Dongwan and Zhang Mingjin conclude the equity transfer agreement concerning Startone (Beijing) Information Technology Co., Ltd. in accordance of the shareholders’ meeting resolution on the equity transfer of Beijing Shen Da Hong Tong Information Technology Co., Ltd.

Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
Whole Win Investments Limited Zhang Mingjin and Startone (Beijing) Information Technology Co., Ltd. Exclusive Option Agreement Dated October 25, 2005
Exclusive Option Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing

In this Agreement, Party A, Party B and Party C shall be hereinafter individually referred to as a “Party” and collectively the “Parties”.

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Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
SHARE PLEDGE AGREEMENT
Share Pledge Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
Subscription and Shareholders Agreement • May 1st, 2006 • Tom Online Inc • Services-computer programming, data processing, etc.
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