FORM OF EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • March 17th, 2009 • Changyou.com LTD
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
MARKETING SERVICES AGREEMENTMarketing Services Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Marketing Services Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (together with its subsidiaries and variable interest entities, “Sohu”), and Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and variable interest entity, “Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in Article I hereof.
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • March 17th, 2009 • Changyou.com LTD
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of August 20, 2008:
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTForm of Executive Employment Agreement • March 17th, 2009 • Changyou.com LTD • New York
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of March , 2009, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and , an individual (the “Employee”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Non-Competition Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
FORM OF LOAN AGREEMENTForm of Loan Agreement • March 17th, 2009 • Changyou.com LTD
This Loan Agreement (the “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”):
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Master Transaction Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”) (each of Sohu and Changyou a “Party” and, together, the “Parties”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC.Changyou.com LTD • March 17th, 2009
The Licensor, Louis Cha as Party A, intends to license the adaptation right for developing the computer online game software (“Adapted Software”) based on the Works (“Works”) pursuant to the term and provision hereunder, and the production right to publish such Adapted Software worldwide excluding Taiwan and Japan to Beijing Gamease Age Digital Technology Co., Ltd. as Party B:
Online Game of Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version (Taiwan Region)Confidential Treatment Requested • March 17th, 2009 • Changyou.com LTD
THIS PROXY AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 25, 2007 by and between Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company incorporated and validly existing under the laws of the PRC and having its registered office at Room 1197, Tower 3, No. 3 Xijing Road, Badachu High-tech Industrial Area, Shijingshan District, Beijing, and (Taiwan) Soft-World International Corp. (Taiwan) (“Soft-World”), a company incorporated and validly existing under the laws of Taiwan and having its main site of business operation at No. 99-10, Sec. 2, Nangang Rd., Taipei City, Taiwan Province.
Game Software License AgreementSoftware License Agreement • March 17th, 2009 • Changyou.com LTD
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • March 17th, 2009 • Changyou.com LTD • New York
FORM OF RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Restricted Share Unit Agreement (this “Agreement”), dated as of [ ], 200[ ] (the “Award Date”), is entered into between Changyou.com Limited, a Cayman Islands corporation (the “Company”), and the employee (the “Employee”) of the Company (or one of its direct or indirect subsidiaries, subsidiaries or variable interest entities (each a “Related Company”) named on Exhibit A attached hereto and designated as receiving an award of restricted share units (the “Restricted Share Units”) by the Compensation Committee of the Board of Directors of the Company (or by the full Board including a majority of the independent directors or such other Committee as the Board may from time to time designate) (the “Committee”).
SUPPLEMENT TO GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND Beijing Gamease Age Digital Technology Co., Ltd AND FPT Telecom FORSupplementary Agreement • March 17th, 2009 • Changyou.com LTD
This Supplementary Agreement shall take effective as of December 1st, 2007, regarding the assignment of Game License Agreement from Beijing Sohu Internet Information Service Co., Ltd., and Beijing Huohu Digital Technology Co., Ltd. (collectively referred to as “ Former Licensor”) to Beijing Gamease Age Digital Technology Co., Ltd and its affiliates (collectively referred to as Current Licensor).
OPERATION AGREEMENTOperation Agreement • March 17th, 2009 • Changyou.com LTD • Beijing
After friendly negotiation, Party A and Party B have reached this Agreement regarding Party B’s operation of Party A’s on-line games (acting as Party A’s agent), including “Blade and Sword Online” which was developed in 2003 and its upgraded version “Blade and Sword . Hero Online” developed in 2006 (hereinafter referred to as “B&S Online Game”), within the territory of Mainland, the People’s Republic of China, as follows:
TRADEMARK LICENCE CONTRACTChangyou.com LTD • March 17th, 2009 • Beijing
Party A and Party B, following the principles of voluntariness and good faith and upon the mutual agreement through consultations, enter into this Trademark Licence Contract.
Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007Asset Transfer Agreement • March 17th, 2009 • Changyou.com LTD
This Asset Transfer Agreement (the “Agreement”) is entered into by and between the following Parties on November 23, 2007 in Beijing:
Game Software License AgreementSoftware License Agreement • March 17th, 2009 • Changyou.com LTD
Technology Transfer AgreementTechnology Transfer Agreement • March 17th, 2009 • Changyou.com LTD
According to the Contract Law of the People’s Republic of China, the Parties hereto enter into this contract regarding the copyright transfer of Tian Long Ba Bu Online Game Software v1.0 (the Registration Number of Computer Software Copyright: 2006SRBJ0800) after friendly consultations.
CHANGYOU.COM LIMITED FORM OF RESTRICTED SHARE UNIT AGREEMENT (CLASS B ORDINARY SHARES)Restricted Share Unit Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Restricted Share Unit Agreement (this “Agreement”) is made as of March , 2009 by and between Changyou.com Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ] (the “Executive”). All capitalized terms used herein, to the extent not defined herein, shall have the meanings set forth in the Company’s 2008 Share Incentive Plan (the “Plan”).
Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007Asset Transfer Agreement • March 17th, 2009 • Changyou.com LTD
This Asset Transfer Agreement (the “Agreement”) is entered into by and between the following parties on November 23, 2007 in Beijing:
Online Game Tian Long Ba Bu Proxy and License Agreement Traditional Chinese VersionExclusive Proxy and License Agreement • March 17th, 2009 • Changyou.com LTD
THIS EXCLUSIVE PROXY AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2007 by and between: Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company incorporated and validly existing under the laws of the PRC and having its registered office at Room 1197, Tower 3, No. 3 Xijing Road, Badachu High-tech Industrial Area, Shijingshan District, Beijing; and Zhi Ao Online International Corp. (“Zhi Ao Online”), a company incorporated and validly existing under the laws of Hong Kong Special Administrative Region with its main business office at A, 21st Floor, Beijiao Industry Tower, No.499 Queens Avenue, Beijiao, Hong Kong.
Service Transfer AgreementService Transfer Agreement • March 17th, 2009 • Changyou.com LTD
LEASE CONTRACT BETWEEN BEIJING JINGYAN HOTEL CO., LTD. AND BEIJING AMAZGAME AGE INTERNET TECHNOLOGY CO., LTD. Contract No.: 07-ES-0579Lease Contract • March 17th, 2009 • Changyou.com LTD
Technology Support and Utilization Service AgreementUtilization Service Agreement • March 17th, 2009 • Changyou.com LTD
This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of August 20, 2008:
FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENTProduct Agreement • March 17th, 2009 • Changyou.com LTD • New York
In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and the equity shares in Changyou.com Limited transferred to me by an indirect subsidiary of Changyou.com Limited’s ultimate parent company, Sohu.com Inc., and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital...Game License Agreement • March 17th, 2009 • Changyou.com LTD
FORM OF EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • March 17th, 2009 • Changyou.com LTD
This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of August 20, 2008 by the following parties:
Trademark Assignment AgreementTrademark Assignment Agreement • March 17th, 2009 • Changyou.com LTD
According to Article 39 of the Trademark Law of the People’s Republic of China and Article 25 of the Implementation Rules of the Trademark Law, based on the principles of equality, voluntary and good faith, Party A and Party B entered into this Trademark Assignment Agreement through friendly consultations.
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC.Changyou.com LTD • March 17th, 2009
The Licensor, Louis Cha as Party A, intends to license the adaptation right for developing the computer online game software (“Adapted Software”) based on the Works (“Works”) pursuant to the term and provision hereunder, and the production right to publish such Adapted Software worldwide excluding Japan to Beijing Gamease Age Digital Technology Co., Ltd. as Party B:
Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) and Beijing AmazGame Age Internet Technology Co., Ltd. (as Service Provider) Service and Maintenance Agreement Date as of December 1, 2007Service and Maintenance Agreement • March 17th, 2009 • Changyou.com LTD
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 17th, 2009 • Changyou.com LTD • New York
This Indemnification Agreement (“Agreement”) is made as of by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC.Changyou.com LTD • March 17th, 2009
The Licensor, Louis Cha as Party A, intends to license the adaptation right for developing the computer online game software (“Adapted Software”) based on the Works (“Works”) pursuant to the term and provision hereunder, and the production right to publish such Adapted Software worldwide excluding Japan, to Beijing Gamease Age Digital Technology Co., Ltd. as Party B:
