SOGOU INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement November 8, 2017Deposit Agreement • February 28th, 2018 • Sogou Inc. • Services-computer programming services • New York
DEPOSIT AGREEMENT dated as of November 8, 2017 among SOGOU INC., a company incorporated 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.
SOGOU INC. 45,000,000 American Depositary Shares Representing 45,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2017 • Sogou Inc. • Services-computer programming services • New York
China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 1 Harbour View Street, Central Hong Kong
Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013Loan Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 2nd, 2013:
SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Era Information Technology Co., Ltd. and Beijing Sogou Network Technology Co., Ltd.Sogou Inc. • April 21st, 2020 • Services-computer programming services • Hong Kong
Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Era Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, South Road of Academy of Sciences, Haidian District, Beijing, China Charles Zhang
Cooperation Agreement between Weixin Official Platform and Sogou SearchSogou Inc. • March 18th, 2021 • Services-computer programming services
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:
AGREEMENT AND PLAN OF MERGER amongAgreement and Plan of Merger • September 29th, 2020 • Sogou Inc. • Services-computer programming services • 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”).
SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Network Technology Co., Ltd.Supplementary Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • Hong Kong
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • New York
This VOTING AGREEMENT (this “Agreement”) is made as of August 11, 2017Voting Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • New York
Sohu Search and Tencent are referred to, collectively as the “Shareholder Parties” or individually as a “Shareholder Party”. The Company, Sohu Search and Tencent are referred to, collectively as the “Parties”, or individually as a “Party”.
Exclusive Technology Consulting and Service Agreement between Beijing Sogou Technology Development Co., Ltd and Beijing Sogou Information Service Co., Ltd. September 26, 2010Consulting and Service Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2010:
VOTING AGREEMENTVoting Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • New York
Second Amended and Restated Mobile Browser Cooperation AgreementCooperation Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • Shanghai
This Second Amended and Restated Mobile Browser Cooperation Agreement on (this “Agreement”) dated September 25, 2017 is made by and among:
Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013Equity Pledge Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on December 2nd, 2013:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • New York
This Indemnification Agreement (“Agreement”) is made as of by and between Sogou Inc., a Cayman Islands company (the “Company”), and (“Indemnitee”).
Amended and Restated Business Development and Resource Sharing AgreementDevelopment and Resource Sharing Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services • Shanghai
This Amended and Restated Business Development and Resource Sharing Agreement (the “Agreement”) dated September 25, 2017 is made by and among:
CONTRIBUTION AGREEMENTContribution Agreement • October 28th, 2020 • Sogou Inc. • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 29, 2020, by and between THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), and TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of THL (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information...Interest Purchase Rights Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 2nd, 2013:
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
NOW THEFEFORE, the above parties have entered into this Agreement upon equal negotiation for their joint observance according to the Labor Law of the People’s Republic of China, the Employment Contract Law of the People’s Republic of China and other applicable laws and regulations.
Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December...Business Operation Agreement • October 13th, 2017 • Sogou Inc. • Services-computer programming services
This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 2nd, 2013:
Form of Amended and Restated Business Development and Resource Sharing AgreementSharing Agreement • September 22nd, 2017 • Sogou Inc. • Services-computer programming services • Shanghai
This Amended and Restated Business Development and Resource Sharing Agreement (the “Agreement”) dated September , 2017 is made by and among:
Form of Confidentiality AgreementSogou Inc. • October 13th, 2017 • Services-computer programming services
In accordance with the Labor Law of the People’s Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an equal footing.
The Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing AgreementSogou Inc. • March 18th, 2021 • Services-computer programming services
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:
Form of Confidentiality AgreementSogou Inc. • August 14th, 2017 • Services-computer programming services
In accordance with the Labor Law of the People’s Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an equal footing.
VOTING AGREEMENTVoting Agreement • August 14th, 2017 • Sogou Inc. • Services-computer programming services • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 1st, 2020 • Sogou Inc. • Services-computer programming services
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 1, 2020 (this “Amendment”), 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 Tencent Mobility Limited, a company incorporated under the laws of Hong Kong.
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 30th, 2021 • Sogou Inc. • Services-computer programming services
This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this “Amendment”), 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”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 30th, 2021 • Sogou Inc. • Services-computer programming services
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2021 (this “Amendment”), 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 Tencent Mobility Limited, a company incorporated under the laws of Hong Kong.
PLAN OF MERGERAgreement and Plan of Merger • September 23rd, 2021 • Sogou Inc. • Services-computer programming services
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”).
Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing AgreementSupplemental Agreement • March 28th, 2019 • Sogou Inc. • Services-computer programming services
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:
The Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing AgreementSecond Supplemental Agreement • April 21st, 2020 • Sogou Inc. • Services-computer programming services
This Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”) is made by the following parties on October 24, 2019:
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 1st, 2020 • Sogou Inc. • Services-computer programming services
This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT, dated as of December 1, 2020 (this “Amendment”), 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”).
