0001193125-07-150914 Sample Contracts

Loan Agreement between Gainfirst Asia Limited and Zhang Ying Nan
Loan Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

The Lender holds 50% of the equity interest in Beijing Bo Xun Rong Tong Communication Technology Co., Ltd (hereinafter referred 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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SHARE PLEDGE AGREEMENT
Share Pledge Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

For the purpose of performing the Service Agreement, the Pledgor and the Pledgee hereby mutually agree to enter into this Agreement as per the following terms:

Lease Agreement on Room 1-12, 8/F, Office Building W3, Trade City, Oriental Plaza, NO.1 East Chang’an Street, Dongcheng District, Beijing By Beijing Oriental Plaza Company Limited And Beijing Super Channel Network Co., Ltd. December 20, 2006
Lease Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

This schedule specifies the details of this Agreement. Unless otherwise denoted, the wording in this Agreement should be the same as that in this schedule.

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

For the purpose of performing the Service Agreement, the Pledgor and the Pledgee hereby mutually agree to enter into this Agreement as per the following terms:

TOM Eachnet Holdings (BVI) Inc. Ouyang Zheng Yu, Wei Hong Jun and Beijing Yi Lian Tong He Information Technology Co., Ltd Exclusive Option Agreement
Exclusive Option Agreement • July 6th, 2007 • 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”.

LAHIJI VALE LIMITED Wang Xiu Ling and Beijing Lei Ting Wan Jun Network Technology Company Limited Exclusive Option Agreement Dated January 16, 2006
Exclusive Option Agreement • July 6th, 2007 • 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”.

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

For the purpose of performing the Service Agreement, the Pledgor and the Pledgee hereby mutually agree to enter into this Agreement as per the following terms:

Supplemental Loan Agreement between TOM EACHNET HOLDINGS (BVI) INC. and Ouyang Zheng Yu
Supplemental Loan Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

The Borrower holds 50% of the equity interest in Beijing Yi Lian Tong He Information Technology Co., Ltd (hereinafter referred as the “Borrower Company”), a limited liability company registered in the People’s Republic of China (hereinafter referred to as the “PRC”).

Beijing Lahiji Technology Development Co., Ltd. Wang Yu Tian and Beijing Bo Xun Rong Tong Information Technology Co., Ltd. Exclusive Option Agreement
Exclusive Option Agreement • July 6th, 2007 • 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”.

Gainfirst Asia Limited Zhang Ying Nan and Beijing Bo Xun Rong Tong Information Technology Co., Ltd. Exclusive Option Agreement
Exclusive Option Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
Exclusive Technical and Consulting Services Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.

This Exclusive Technical and Consulting Services Agreement (the “Agreement”) is executed by and between the following two parties on the day of 24 July 2006.

Shareholder’s Loan Agreement in respect of US$20,000,000 Loan Facility
Shareholder’s Loan Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • England and Wales
Shares Purchase Agreement of Entire Outstanding Shares of Gainfirst Asia Limited
Shares Purchase Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Hong Kong
KONG YI and ZHANG WEI SHARE TRANSFER AGREEMENT on BEIJING HUAN JIAN SHU MENG NETWORK TECHNOLOGY DEVELOPMENT CO., LTD
Share Transfer Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Hong Kong
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
KONG YI ZHANG WEI and BEIJING LEI TING WAN JUN NETWORK TECHNOLOGY COMPANY LIMITED SHARE TRANSFER AGREEMENT on BEIJING HUAN JIAN SHU MENG NETWORK TECHNOLOGY LIMITED
Share Transfer Agreement • July 6th, 2007 • 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 individually referred to as a “Party” and collectively the “Parties”.

Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
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Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Exclusive Option Agreement
Exclusive Option Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing

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

Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc.
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing
Termination Agreement
Termination Agreement • July 6th, 2007 • Tom Online Inc • Services-computer programming, data processing, etc. • Virgin Islands
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