INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between Perfect World Co., Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
Exclusive Technology Support and Service AgreementExclusive Technology Support and Service Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
Call Option AgreementCall Option Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on April 4, 2007.
Copyright Transfer AgreementCopyright Transfer Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
This Copyright Transfer Agreement (“this Agreement”) is entered into by and between the following two parties in Beijing, People’s Republic of China as of May 24, 2007:
Premises Lease ContractPremises Lease Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Contract Law of the People’s Republic of China” and related laws and regulations, Party A and Party B, abiding by the principle of equality, free will, fairness and credibility and through friendly negotiations, hereby enter into this Contract with respect to Party B leasing the Premises defined below (for office purpose) from Party A, on and subject to the terms and conditions as set forth below:
Equity Pledge AgreementEquity Pledge Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
THIS EQUITY PLEDGE AGREEMENT (“this Agreement” )is entered into by and between the parties below (“the Parties”) in Beijing on April 4, 2007.
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of September 6, 2006, by and among PERFECT WORLD CO., LTD., an exempted company organized under the laws of the Cayman Islands (the “Company”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”), BEIJING POWER CREATIVE WEB TECH. CO., LTD., a wholly owned foreign enterprise incorporated under the laws of the PRC (the “PRC Subsidiary”), BEIJING PERFECT WORLD CO., LTD., a limited liability company incorporated under the laws of the PRC (the “Operating Company”), the persons listed in Schedule A attached hereto (the “Founders”), and SB ASIA INVESTMENT FUND II, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands and its affiliated companies (the “Investors”).
Development Cooperation AgreementDevelopment Cooperation Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
NOW, THEREFORE, through friendly negotiations and abiding by the principle of equality and mutual benefit, both parties hereby agree as follows:
Intellectual Property Right Transfer, Non-competition and Confidentiality AgreementIntellectual Property Right Transfer, Non-Competition and Confidentiality Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
The Company and the Employee already signed the labor contract on and as of and the Employee is employed by the Company. In order to define the ownership of the Service Results (as defined below) that may be created by the Employee during his/her employment with the Company and specify the other matters relating to and in connection with intellectual property rights and confidentiality, the Company and the Employee hereby agree to enter into this Agreement.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of September 6, 2006 by and among PERFECT WORLD CO., LTD., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), each of the persons set forth in Schedule A hereto (the “Founders” and each, a “Founder”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”) and SB ASIA INVESTMENT FUND II, L.P., a limited partnership organized and existing under the laws of Cayman Islands and its affiliate companies (the “Investors”).
Employment ContractEmployment Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Labor Law of the People’s Republic of China”, Party A and Party B, abiding by the principle of equality and free will and through negotiations, hereby enter into this Contract, on and subject to the terms and conditions as set forth below.
Huakong Building Lease AgreementBuilding Lease Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the stipulations of the Contract Law of the People’s Republic of China and other related laws, Party A and Party B, on the basis of equality and free will, hereby enter into this Agreement with respect to the lease of the Premises as defined below:
Premises Lease ContractPremises Lease Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Contract Law of the People’s Republic of China” and related laws and regulations, Party A and Party B, abiding by the principle of equality, free will, fairness and credibility and through friendly negotiations, hereby enter into this Contract with respect to Party B leasing the Premises defined below (for office purpose) from Party A, on and subject to the terms and conditions as set forth below:
Asset Transfer AgreementAsset Transfer Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
THIS ASSET TRANSFER AGREEMENT (“this Agreement”) is entered into by and between the parties below (“both Parties”) in Beijing, China on September 26, 2006.
SHAREHOLDERS AGREEMENTShareholder Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of September 6, 2006, by and among PERFECT WORLD CO., LTD., an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), certain individuals listed under the heading “Founders” on Schedule A attached hereto (each a “Founder” and collectively, the “Founders”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”), and SB ASIA INVESTMENT FUND II, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands and its affiliated companies (the “Investors”). The Company, the Founders and the Investors are referred to herein as “Parties” collectively and a “Party” individually.
Huakong Building Lease AgreementLease Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the stipulations of the Contract Law of the People’s Republic of China and other related laws, Party A and Party B, on the basis of equality and free will, hereby enter into this Agreement with respect to the lease of the Premises as defined below:
Termination Agreement of Premises Lease ContractTermination Agreement of Premises Lease Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Contract Law of the People’s Republic of China” and related laws and regulations, Party A and Party B, abiding by the principle of equality, free will, fairness and credibility and through friendly negotiations, hereby enter into this Agreement with respect to the premature termination of the lease by Party B of the house (for office purpose) from Party A, on and subject to the terms and conditions as set forth below:
Termination Agreement of Premises Lease ContractTermination Agreement of Premises Lease Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Contract Law of the People’s Republic of China” and related laws and regulations, Party A and Party B, abiding by the principle of equality, free will, fairness and credibility and through friendly negotiations, hereby enter into this Agreement with respect to the premature termination of the lease by Party B of the house (for office purpose) from Party A, on and subject to the terms and conditions as set forth below:
SUPPLEMENTARY AGREEMENT TO SHAREHOLDERS AGREEMENTSupplementary Agreement to Shareholders Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS SUPPLEMENTARY AGREEMENT TO SHAREHOLDERS AGREEMENT (this “Supplementary Agreement”) is entered into as of December 4, 2006, by and among PERFECT WORLD CO., LTD., an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), CHI YUFENG, SU HUAN, CHEN FURUI, SHARON WEI, FANG FANG (each a “Founder” and collectively, the “Founders”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”), and SB ASIA INVESTMENT FUND II, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands and its affiliated companies (the “Investors”). The Company, the Founders, Perfect Human, Prosperous World and the Investors are referred to herein as “Parties” collectively and a “Party” individually.
Intellectual Property Right Transfer, Non-competition and Confidentiality AgreementIntellectual Property Right Transfer, Non-Competition and Confidentiality Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
The Founder, as the Company’s beneficial shareholder, holds the Company’s equity interest indirectly. In order to define the ownership of the Creative Results (as defined below) that may be understood or created by the Founder during his/her indirect holding of the Company’s equity interest and specify the other matters relating to and in connection with intellectual property rights and confidentiality, the Company and the Founder hereby agree to enter into this Agreement.
Technology Development ContractTechnology Development Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In this Contract, Party A and Party B are collectively called “both parties” and separately called “a party”. Both Party A and Party B are companies established and existing under the laws of the People’s Republic of China. This Contract was concluded by both parties as of September 10th 2006.
Business Operation AgreementBusiness Operation Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on April 4, 2007.
