SOHU.COM LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of January 14, 2019Deposit Agreement • March 28th, 2019 • Sohu.com LTD • Services-computer processing & data preparation • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of January 14, 2019 among SOHU.COM LIMITED, a company organized under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation • New York
Bonus (100% of annual base pay will be the Employee’s initial target bonus, subject to amendment and adjustment in accordance with the senior management bonus plan as it may be amended and in effect from time to time) as specifically approved each year.
Loan Agreement Between Fox Information Technology (Tianjin) Limited And Xiufeng Deng October 20, 2016Loan Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on October 20, 2016:
SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Technology Development Co., Ltd.Sohu.com LTD • April 21st, 2020 • Services-computer processing & data preparation • Hong Kong
Cooperation Agreement between Weixin Official Platform and Sogou SearchSohu.com LTD • April 21st, 2020 • Services-computer processing & data preparation
NOW THEREFORE, in order to specify the terms of the cooperation, establish data usage specifications, and safeguard the legitimate rights and interests of Weixin official platform users, Party A and Party B hereby enter into the following cooperation agreement in line with the principle of equality and mutual benefits and win-win cooperation:
Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And Beijing Sohu Internet Information Service Co., Ltd. August 2, 2022Sohu.com LTD • March 30th, 2023 • Services-computer processing & data preparation
This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 2, 2022:
AGREEMENT AND PLAN OF MERGER among THL A21 LIMITED, TITANSUPERNOVA LIMITED SOGOU INC. and solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, TENCENT MOBILITY LIMITED Dated as of September 29, 2020Agreement and Plan of Merger • September 29th, 2020 • Sohu.com LTD • Services-computer processing & data preparation • New York
This AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2020 (this “Agreement”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of THL (“Parent”), Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, Tencent Mobility Limited, a company incorporated under the laws of Hong Kong (“TML”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2021 • Sohu.com LTD • Services-computer processing & data preparation • New York
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 1, 2021, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and Dewen Chen, an individual (the “Employee”).
Share Pledge Agreement Among Fox Information Technology (Tianjin) Limited And Xiufeng Deng October 20, 2016Share Pledge Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Share Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on October 20, 2016:
Business Operation Agreement Fox Information Technology (Tianjin) Limited And Xuemei Zhang And Tianjin Jinhu Culture Development Co., Ltd. October 20, 2016Business Operation Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on October 20, 2016:
Pledge Agreement (Applicable to Counter Guarantee Under Bank Guarantee) No.: 2020 Asian Games Village External Guarantee Cooperation Agreement No. 016- Pledge 01Pledge Agreement • March 18th, 2021 • Sohu.com LTD • Services-computer processing & data preparation
Upon application of / (also the “Client”), Party A signed and entered into the Guarantee Cooperation Agreement with No.: / (hereinafter referred to as the “Master Agreement”) with the Client on / .
Exclusive Equity Interest Purchase Rights Agreement Among Fox Information Technology (Tianjin) Limited And Xiufeng Deng And Tianjin Jinhu Culture Development Co., Ltd. October 20, 2016Interest Purchase Rights Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on October 20, 2016:
SOHU.COM LIMITED. AND THE BANK OF NEW YORK MELLON SHAREHOLDERS’ RIGHTS AGREEMENTShareholder Rights Agreement • March 28th, 2019 • Sohu.com LTD • Services-computer processing & data preparation • New York
This Shareholder Rights Agreement (“Agreement”), is made between Sohu.com Limited, a Cayman Islands company (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”), as of January 14, 2019.
1. INTERPRETATION 1 2. UNDERTAKING TO PAY 3 3. CREATION OF SECURITY 3 4. DOCUMENTS TO BE DELIVERED 4 5. DISTRIBUTION AND VOTING RIGHTS 6 6. REPRESENTATIONS 6 7. MORTGAGOR’S UNDERTAKINGS 9 8. FURTHER ASSURANCE 10 9. ENFORCEMENT OF SECURITY 10 10....Sohu.com LTD • April 21st, 2020 • Services-computer processing & data preparation
Technology Support and Utilization Service AgreementUtilization Service Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of September 1, 2010:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 24th, 2020 • Sohu.com LTD • Services-computer processing & data preparation • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of January 24, 2020, is made by and among Sohu.com (Game) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Sohu Game”); Changyou Merger Co. Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Sohu Game (“Parent”); and Changyou.com Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company ”). Sohu Game, Parent and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.01 or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise.
Letter of ComfortSohu.com LTD • March 18th, 2021 • Services-computer processing & data preparation
Whereas, Beijing AmazGame Age Internet Technology Co., Ltd. has applied for external guarantee business in your bank and signed the Credit Agreement with No. [2020 Asian Games Village Credit Granting 1154] (hereinafter referred to as “Credit Agreement”) and the Guarantee Cooperation Agreement with No. [2020 Asian Games Village External Guarantee Cooperation Agreement No. 016, and 2020 Asian Games Village External Guarantee Cooperation Agreement No.017] (hereinafter referred to as “Cooperation Agreement”) with your bank. The Letter of Comfort is hereby issued by [Changyou.com Limited ] (hereinafter referred to as “we” or “us”) to guarantee the realization of your bank’s creditor’s rights under the Credit Agreement and the Cooperation Agreement and to confirm to your bank that we may actively assist your bank in obtaining the disposable funds of affiliates inside and outside the group for repayment.
Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) And Beijing Changyou Chuangxiang Software Technology Co.,Ltd. (as Service Provider) Services and Maintenance Agreement January 1, 2021Services and Maintenance Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
Party A is a liability company duly incorporated and validly existing under the PRC law, engaging in Internet information services and other value-added telecom services.
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2020 • Sohu.com LTD • Services-computer processing & data preparation
The undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Ordinary Shares of Sogou Inc., and any further amendments to such statement on Schedule 13D executed by each of them, pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Offshore Credit AgreementCredit Agreement • March 18th, 2021 • Sohu.com LTD • Services-computer processing & data preparation • Hong Kong
Upon application of Party B, Party A hereby agrees to provide Party B with a line of credit for its use through Party A’s offshore financial center according to the Agreement. Party A and Party B have reached consensus on the following terms and have entered into the Offshore Credit Agreement (the “Agreement”) through full consultation in accordance with the relevant laws and regulations.
SHARE PURCHASE AGREEMENT dated as of September 29, 2020 among TITANSUPERNOVA LIMITED, SOHU.COM (SEARCH) LIMITED and SOHU.COM LIMITEDShare Purchase Agreement • September 29th, 2020 • Sohu.com LTD • Services-computer processing & data preparation • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2020, by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Seller”), and (c) Sohu.com Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and the 100% parent of Seller (“Sohu”, and together with Seller, the “Seller Parties”).
The Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing AgreementSohu.com LTD • March 18th, 2021 • Services-computer processing & data preparation
This Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Third Supplemental Agreement”) is made by the following parties on February 14, 2021:
Technology Support and Utilization Service AgreementAnd Utilization Service Agreement • March 31st, 2022 • Sohu.com LTD • Services-computer processing & data preparation
This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of November 1st, 2011:
Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing AgreementSupplemental Agreement • April 21st, 2020 • Sohu.com LTD • Services-computer processing & data preparation
This Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”) is made by the following parties on September 20, 2018:
