SHARE SUBSCRIPTION AGREEMENT BY AND AMONG

Exhibit 10.5

Execution Copy

SHARE SUBSCRIPTION AGREEMENT

BY AND AMONG

(1)                                QIHOO TECHNOLOGY COMPANY LIMITED

(2)                                QIZHI SOFTWARE (BEIJING) CO., LTD.

(3)                                BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD.

(4)                                BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD.

(5)                                BEIJING QIHU TECHNOLOGY COMPANY LIMITED

(6)                                QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED

(7)                                SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD.

(8)                                BEIJING STAR WORLD TECHNOLOGY COMPANY LIMITED

(9)                                YOUNG VISION GROUP LIMITED

(10)                          GLOBAL VILLAGE ASSOCIATES LIMITED

(11)                          THE PERSONS NAMED AS SPECIAL MANAGERS ON THE SIGNATURE PAGES HERETO

and

(12)                          THE INVESTORS NAMED IN SCHEDULE 1

Dated: December 22, 2009

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Table of Contents

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EXHIBITS

A             Charter Documents

B             Form of Registration Rights Agreement

C             Form of Shareholders Agreement

D             [Reserved]

E              [Reserved]

F              Disclosure Schedule

G-1          Form of Employment Agreement

G-2          Form of Proprietary Invention Assignment Agreements

G-3                              Form of Non-Compete, Non-Solicit and Invention Assignment Agreement to be signed by ZHOU Hongyi

H             [Reserved]

I                                            Form of the Amended and Restated Share Incentive Agreement

SCHEDULES

1                                          Subscribed Shares and Purchase Price; Post-Closing Capitalization Table

2              Particulars of the Group Companies

3              Representations and Warranties of the Covenantors

4              Representations and Warranties of the Investors

5              Closing Deliveries

6.             Selling Employees

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SHARE SUBSCRIPTION AGREEMENT

This SHARE SUBSCRIPTION AGREEMENT, dated as of December 22, 2009 (this “Agreement”), is entered into by and among:

(1)                          Qihoo Technology Company Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”);

(2)                          Qizhi Software (Beijing) Co., Ltd. (in Chinese: 奇智软件（北京）有限公司), a wholly foreign owned enterprise established under the laws of the PRC (“WFOE” or “Qizhi Beijing”);

(3)                          Beijing 3G3W Science & Technology Co., Ltd. (in Chinese: 北京三际无限网络科技有限公司), a limited liability company established under the laws of the PRC ( “Beijing 3G3W”);

(4)                          Beijing Qibu Tianxia Technology Co., Ltd. (in Chinese: 北京奇步天下科技有限公司), a limited liability company established under the laws of the PRC (“Qibu Tianxia”);

(5)                          Beijing Qihoo Technology Company Limited (in Chinese: 北京奇虎科技有限公司), a limited liability company established under the laws of the PRC (“Beijing Qihoo”);

(6)                          Qihoo 360 Software (Beijing) Company Limited (in Chinese: 奇虎三六零软件（北京）有限公司) , a limited liability company established under the laws of the PRC (“Qihoo 360”);

(7)                          Shanghai Qitai Network Technology Co., Ltd. (in Chinese: 上海奇泰网络科技有限公司), a limited liability company established under the laws of the PRC (“Shanghai Qitai”)

(8)                          Beijing Star World Technology Company Limited (in Chinese: 北京世界星辉科技有限公司), a limited liability company established under the laws of the PRC (“Star World”, together with Beijing 3G3W, Qibu Tianxia, Beijing Qihoo, Qihoo 360 and Shanghai Qitai, collectively the “Domestic Companies”, and individually each a “Domestic Company” );

(9)                          Young Vision Group Limited, an exempted company organized and existing under the laws of the British Virgin Islands (“Young Vision”);

(10)                    Global Village Associates Limited, a company organized and existing under the laws of the British Virgin Islands (“Global Village”);

(11)                    The Persons defined as the Special Managers in Section 1 hereof (the “Special Managers”); and

(12)                    Each of those Persons, severally and not jointly, whose names are set forth on Schedule 1 hereto as Investors (each an “Investor” and collectively the “Investors”).

RECITALS

WHEREAS, the Company holds 100% of the registered capital of WFOE;

WHEREAS, at the date hereof, the Company is owned, on a fully diluted and as converted basis, (i)45.41% by Young Vision and Global Village, the holders of the Ordinary Share, par value of US$0.001

per share, of the Company (the “Ordinary Shares”); (ii) 22.66% by the holders of Series A Convertible Participating Redeemable Preferred Shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”); and (iii) 26.327% by the holders of Series B Convertible Participating Redeemable Preferred Shares of the Company, par value of US$0.001 per share (the “Series B Preferred Shares”), and managed by the Special Managers;

WHEREAS, the Domestic Companies, which engage in the business of a licensed Internet content provider and other related business in the PRC and are managed by the Special Managers, have agreed to cooperate with WFOE;

WHEREAS, upon the terms and conditions set forth in this Agreement, the Company agrees to issue and allot to each of the Investors, and each of the Investors agrees, severally and not jointly, to subscribe for, such number of shares of Series C Convertible Participating Redeemable Preferred Shares of the Company, par value of US$0.001 per share (the “Series C Preferred Shares”), as set forth opposite the name of such Investor on Schedule 1 hereto at a purchase price of US$2.5538 per Share (the “Series C Subscription Price”) and the aggregate purchase price set forth opposite such Investor’s name on Schedule 1 hereto (the “Purchase Price”); and

WHEREAS, each Series C Preferred Share is convertible (subject to adjustment) into one Ordinary Share.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.             DEFINITIONS

1.1          Definitions: As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated below:

“Affiliate” shall mean with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

“Agreement” means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof.

“Business” means the business as presently conducted or as currently contemplated to be conducted by any of the Group Companies from time to time.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York, the Cayman Islands, Hong Kong or the PRC are authorized or required by law or executive order to close.

“Charter Documents” means the Third Amended and Restated Memorandum and Articles of Association of the Company substantially in the form attached hereto as Exhibit A as in effect on the Closing Date.

“Closing” has the meaning set forth in Section 2.3 of this Agreement.

“Closing Date” has the meaning set forth in Section 2.3 of this Agreement.

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“Code” means the United States Internal Revenue Code of 1986, as amended, or any successor statute thereto.

“Commission” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“Company” has the meaning set forth in the preamble to this Agreement.  The particulars of the Company are set forth in Part A of Schedule 2.

“Competitor” means, in good faith determination made by the Board of the Directors, (i) any Person that competes with the Group Companies in the Business of the Group Companies; and (ii) any shareholder of such Person except for a passive shareholder holding less than 3% of the outstanding shares of such Person if such Person is a publicly traded company.  For the purpose of this definition, the term “Competitor” shall not include the limited partners of any Investor.

“Condition of the Group Companies” means the assets, Business, prospects, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.

“Contractual Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound.

“Control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Covenantors” means, collectively, the Group Companies, Young Vision, Global Village and the Special Managers.

“Damages” has the meaning set forth in Section 8.1 of this Agreement.

“Domestic Company” or “Domestic Companies” has the meaning set forth in the preamble to this Agreement.

“Equity Securities” has the meaning set forth in Schedule 3 of this Agreement.

“GAAP” means: (i) for all periods prior to January 1, 2006, PRC generally accepted accounting principles in effect from time to time; and (ii) for all periods from and after January 1, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ generally accepted accounting principals in effect from time to time.

“Governmental Authority” means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group Companies” means collectively, the Company and its Subsidiaries, including without limitation, the WFOE and the Domestic Companies.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

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“Indemnified Party” has the meaning set forth in Section 8.1 of this Agreement.

“Indemnifying Party” has the meaning set forth in Section 8.1 of this Agreement.

“Investors” has the meaning set forth in the preamble to this Agreement.

“Key Employees” means, collectively, ▇▇▇▇▇▇ ▇▇▇▇ (in Chinese: 周鸿祎), ▇▇▇▇▇▇▇▇▇ ▇▇ (in Chinese: 齐向东), ▇▇▇ ▇▇▇ (in Chinese: 曹曙 ) and ▇▇▇▇▇▇▇▇ ▇▇▇ (in Chinese: 石晓虹 ).

“Material Adverse Effect” means a material adverse effect on the Business, assets, liabilities, financial conditions, results of operations and prospects of the Group Companies, taken as a whole.

“Orders” has the meaning set forth in Section 13(b) of Schedule 3 of this Agreement.

“Ordinary Shares” has the meaning set forth in the recitals to this Agreement.

“Parties” means the parties to this Agreement, and a “Party” shall be construed accordingly.

“Purchase Price” has the meaning given to that term in the Recitals hereto.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“PFIC” means a Passive Foreign Investment Company.

“PRC” means the People’s Republic of China, and for the purpose of this Agreement shall exclude Hong Kong, Taiwan and Macau.

“Registration Rights Agreement” means the Second Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Exhibit B.

“Requirements of Law” means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Selling Employees” means those employees listed in Schedule 6 hereto.

“Series A Preferred Shares” has the meaning set forth in the Recitals of this Agreement.

“Series B Preferred Shares” has the meaning set forth in the Recitals of this Agreement.

“Series C Preferred Shares” has the meaning set forth in the Recitals of this Agreement.

“Series C Subscription Price” has the meaning set forth in the Recitals of this Agreement.

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“Shareholders Agreement” means the Second Amended and Restated Shareholders Agreement substantially in the form attached hereto as Exhibit C.

Share Incentive Agreement” means the Amended and Restated Share Incentive Agreement substantially in the form attached hereto as Exhibit I.

“Special Director” means ▇▇▇▇▇▇ ▇▇▇▇, a PRC citizen (Identity Card No. 610103197010042512).

“Special Managers” means, collectively, ▇▇▇▇▇▇ ▇▇▇▇ (in Chinese: 周鸿祎), ▇▇▇▇▇▇▇▇▇ ▇▇ (in Chinese: 齐向东), ▇▇▇▇▇▇▇▇ ▇▇▇ (in Chinese: 石晓虹) and ▇▇▇ ▇▇▇ (in Chinese: 曹曙).

“Subscribed Shares” has the meaning set forth in Section 2.1 of this Agreement.

“Subsidiaries” means, as of the relevant date of determination, (a) with respect to any Person, a corporation or other Person of which at least 50% of the voting power of the outstanding voting equity securities or at least 50% of the outstanding economic equity interest is held, directly or indirectly, by such Person and (b) with respect to the Company any other Person of which actual or de facto control is held, directly or indirectly, by the Company by way of equity ownership or contractual arrangements or otherwise.  Unless otherwise qualified, or the context otherwise requires, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.  The particulars of each Subsidiary are set forth in Part B of Schedule 2.

“Transaction Documents” means, collectively, this Agreement, the Shareholders Agreement, the Charter Documents, the Registration Rights Agreement and the Share Incentive Agreement.

“US$” means United States dollars.

2.             SUBSCRIPTION AND ALLOTMENT OF SERIES C PREFERRED SHARES

2.1          Subscription and Allotment of Series C Preferred Shares

Subject to the terms and conditions herein set forth, each Investor, severally but not jointly, shall subscribe in cash from the Company, on the Closing Date, for such number of Series C Preferred Shares as is set forth opposite such Investor’s name in column (2) of Schedule 1 hereto, at the aggregate Purchase Price set forth opposite such Investor’s name in column (3) of Schedule 1 hereto and the Company shall accordingly issue and allot such Series C Preferred Shares to each Investor (all of the Series C Preferred Shares being subscribed pursuant hereto being referred to herein as the “Subscribed Shares”).

2.2          Charter Documents

The Subscribed Shares shall have the preferences, privileges and rights set forth in the Charter Documents as set forth in Exhibit A attached hereto.

2.3          Closing

Unless this Agreement shall have terminated pursuant to Section 9, and subject to the satisfaction or waiver of the conditions set forth in Sections 5 and 6, the closing of the sale and subscription of the Subscribed Shares (the “Closing”) shall take place remotely via exchange of documents and signatures simultaneously or as close to simultaneously as practicable at 10:00 a.m., local time, on the second

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Business Day following the date upon which the conditions set forth in Sections 5 and 6 shall be satisfied or waived in accordance with this Agreement, or at such other time, place and date as the Company and the Investors may agree in writing following the date hereof (the date on which the Closing takes place shall be referred to hereinafter as the “Closing Date”).  On the Closing Date, the named Parties shall deliver to each other the documents set out in Schedule 5 attached hereto.

2.4          Use of Proceeds

The Parties agree that the aggregate Purchase Price for the Subscribed Shares shall, at such time or times as may be determined by the Board of Directors of the Company, be:

(a)                                  advanced to WFOE by way of shareholder’s loans or contributed to WFOE as the registered capital; and/or

(b)                                 used by the Company as its own working capital.

2.5                               Strategic Investors.

Subject to the Shareholders Agreement and the Charter Documents, the Parties agree that the Company may seek one or more additional investors (each, a “Strategic Investor”) to provide, within six (6) months from the Closing hereunder, further financing in the aggregate amount up to US$10,000,000 by way of issuing for subscription by the Strategic Investor(s) for  the Series C Preferred Shares at a per share price equal to the Series C Subscription Price and on substantially the same terms and conditions set forth in the Transaction Documents.

2.6                               Employee Cash-out

The Parties agree that Trustbridge Partners III, L.P. shall, upon Closing, be entitled to purchase, or designate an Affiliate to purchase, from the Selling Employees a total of 391,578 Ordinary Shares held by Young Vision for and on behalf of the Selling Employees at a per share purchase price equal to the Series C Subscription Price for an aggregate purchase price of US$1 million.

3.                                      REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS

Each of the Covenantors represents and warrants, jointly and severally, to each of the Investors that, except as otherwise disclosed in the Disclosure Schedule set forth in Exhibit F, the representations and warranties set forth in Schedule 3 are accurate as of the date of this Agreement and will be accurate as of the Closing Date as if made on the Closing Date (except that if any such representation or warranty is expressly stated to have been made on a specific date, at and on such specific date) and acknowledges that the Investors in entering into this Agreement are relying on such representations and warranties.

4.                                      REPRESENTATIONS AND WARRANTIES OF INVESTORS

Each of the Investors hereby represents and warrants, severally and not jointly, to the Covenantors that the representations and warranties set forth in Schedule 4 are accurate as of the date of this Agreement and will be accurate as of the Closing Date as if made on the Closing Date (except that if any such representation or warranty is expressly stated to have been made on a specific date, at and on such specific date) and acknowledges that the Covenantors in entering into this Agreement are relying on such representations and warranties.

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5.                                      CONDITIONS TO THE OBLIGATION OF INVESTORS TO CLOSE

The obligation of the Investors to subscribe for the Subscribed Shares, to pay the Purchase Price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Investors of the following conditions on or before the Closing Date.

5.1                               Representation and Warranties

The representations and warranties of the Covenantors contained in Section 3 hereof and Schedule 3 attached hereto shall be accurate in all material respects (except for any such representations and warranties that are qualified by their terms by a reference to materiality or a Material Adverse Effect, which representations as so qualified shall be true and correct in all respects) at and on the Closing Date as if made at and on such date (or, if any such representation or warranty is expressly stated to have been made on a specific date, at and on such specific date).

5.2                               Compliance with this Agreement

Each of the Covenantors shall have performed and complied in all material respects with all of its covenants and agreements set forth herein that are required to be performed by each of the Covenantors on or before the Closing Date.

5.3                               Director’s Certificate

Each Investor shall have received a certificate from the Company, in form and substance satisfactory to such Investor, dated as of the Closing Date, and signed by a director of the Company, certifying (a) that the conditions set forth in Sections 5.1, 5.2, 5.9, 5.11 and 5.12  have been satisfied, (b) that each of the Group Companies is validly existing and (i) in good standing under its jurisdiction of incorporation (in the case of each Subsidiary incorporated outside the PRC), (ii) in compliance with all registration and approval requirements relating to its establishment as a company under PRC law (in the case of each Subsidiary incorporated in the PRC), and (iii) is qualified to engage in the Business in each jurisdiction in which the Group Companies are required under applicable Requirements of Law to be so qualified, except to the extent that such failure to qualify does not individually or in the aggregate have a Material Adverse Effect on the Group Companies, (c) that the attached copies of the Charter Documents and resolutions of the board of directors and resolutions of the shareholders of each Group Company approving this Agreement and each of the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby are all true and complete copies and such copies remain unamended and in full force and effect, and (d) that each officer of the Group Companies executing this Agreement, each other Transaction Document to which it is a party and any other document delivered in connection herewith and therewith on behalf of the Group Companies is an incumbent officer with all necessary authority to execute such documents and his or her signature is authentic.

5.4                               Adoption of Charter Documents

The Charter Documents shall have been duly adopted with full force and effect as of the Closing Date and shall be substantially in form and substance set forth in Exhibit A attached hereto.

5.5                               Shareholders Agreement

The Covenantors and all other signatories thereto shall have duly executed and delivered the Shareholders Agreement substantially in the form and substance set out in Exhibit C attached hereto.

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5.6          Registration Rights Agreement

The Company and all other signatories thereto shall have duly executed and delivered the Registration Rights Agreement substantially in the form set out in Exhibit B attached hereto.

5.7          [Reserved]

5.8          [Reserved]

5.9          Consents and Approvals

All approvals, consents, exemptions, authorizations, or other actions by, or notice to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with respect to those Contractual Obligations which are necessary or required in connection with the execution, delivery or performance by each of the Covenantors of this Agreement and with respect to the issuance and sale of the Subscribed Shares pursuant thereto shall have been obtained and be in full force and effect, and each Investor shall have been furnished with appropriate evidence thereof.

5.10        Employment Agreements; Proprietary Invention Assignment Agreements

The Employment Agreements and Proprietary Invention Assignment Agreements between the Group Companies and each of the Key Employees substantially in the form attached hereto as Exhibit G-1 and Exhibit G-2, shall have been duly executed by all parties thereto and in full force and effect.  The Special Director shall have duly executed a Non-Compete, Non-Solicit and Assignment of Inventions Agreement in the form attached hereto as Exhibit G-3.

5.11        No Material Adverse Change

Since the date hereof, there shall have been no event that has had, or could be reasonably expected to have, a material adverse change in the Condition of the Group Companies.

5.12        No Prohibition

There shall not be any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which would, in the reasonable judgment of the Investors, (a) prohibit or restrict (i) the subscription of the Subscribed Shares or (ii) the consummation of the transactions contemplated by the Transaction Documents, (b) subject the Investors to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Subscribed Shares were to be subscribed hereunder or (c) restrict the operation of the Business of the Group Companies as conducted on the date hereof in a manner that would have a Material Adverse Effect on the Condition of the Group Companies.

5.13        Stock Option Pool; Employee Equity Pool

The Company’s stock option plan (the “Plan”) shall have been amended to provide that the total number of Ordinary Shares reserved for issuance following the Closing Date under the Plan is up to 6,747,424 Ordinary Shares.  The Company shall have reserved 587,060 Ordinary Shares for issuance to CRP Holding Limited (“CRP”) at a price of US$0.65 per Ordinary Share at the option of CRP for 3 years from November 7, 2006, in connection with that certain letter dated July 10, 2006 from the Company to CRP.  In addition, the Share Incentive Agreement with respect to the Company’s Employee Equity Pool in the form and substance set forth in Exhibit I hereto shall have been executed and delivered by all parties thereto.

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5.14        Waiver of Shareholders’ Rights

All shareholders of the Company, if any, having any preemptive, first refusal, anti-dilution or other rights with respect to the issuance of the Subscribed Shares shall have irrevocably waived the same in writing and delivered such waiver to the Investors as of the Closing Date.

5.15        [Reserved]

6.                                      CONDITIONS TO THE OBLIGATION OF THE COVENANTORS TO CLOSE

The obligation of the Company to issue and allot the Subscribed Shares shall be subject to the satisfaction as determined by, or waiver by, the Covenantors of the following conditions on or before the Closing Date:

6.1          Representations and Warranties

The representations and warranties of the Investors contained in Section 4 hereof shall be true and correct in all material respects (except for any such representations and warranties which are qualified by their terms by a reference to materiality or a Material Adverse Effect, which representation as so qualified shall be true and correct in all respects) at and on the Closing Date as if made at and on such date (or, if any such representation or warranty is expressly stated to have been made on a specific date, at and on such specific date).

6.2          Compliance with this Agreement

The Investors shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Investors on or before the Closing Date.

6.3          Payment of Purchase Price

The Investors shall have paid the aggregate Purchase Price payable by the Investors for the Subscribed Shares as set forth in Section 2.1.

6.4          Consents and Approvals

All consents, approvals and waivers required to be obtained by each of the Investors for the purposes of the execution of this Agreement, the lawful subscription of the Subscribed Shares and the performance of their obligations hereunder from any third party or Governmental Authorities shall have been obtained and shall be effective as of the Closing Date.

6.5          Shareholders Agreement

Each of the Investors shall have duly executed and delivered the Shareholders Agreement.  For the avoidance of doubt, the Company shall not issue Subscribed Shares to any Investor unless such Investor executes and delivers the Shareholders Agreement.

6.6          Registration Rights Agreement

Each of the Investors shall have duly executed and delivered the Registration Rights Agreement.

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7.             PRE-CLOSING COVENANTS

7.1          Access and Inspection

Between the date of this Agreement and the Closing Date, each of the Covenantors shall cause each of the Group Companies to (a) afford the Investors and their professional advisors reasonable access to the personnel, premises, contracts, books and records of the Group Companies; (b) furnish the Investors and their professional advisors with copies of all such contracts, books and records and other existing documents and data; and (c) furnish the Investors and their advisors with such additional financial, accounting, operating and other data and information as the Investor may reasonably request with a view to obtaining such information in relation to the Business; provided that the Investors shall comply with the confidentiality requirements under Section 11.14 of this Agreement for any confidential information they have accessed or received from the Group Companies.

7.2          Operation of Business

Between the date of this Agreement and the Closing Date, each of the Group Companies shall, and the Special Managers shall cause each of the Group Companies to:

(a)                                  preserve and maintain in full force and effect its existence and good standing (as applicable) under the laws of its jurisdiction of formation or organization;

(b)                                 preserve and maintain in full force and effect all material rights, privileges, qualifications, applications, licenses (including, without limitation, the ICP licenses, domain names) and franchises required for the conduct of its Business;

(c)                                  conduct its Business only in the ordinary course in accordance with sound business practices and past practice, keep its properties in good working order and repair (except for normal wear and tear) and keep available the service of its current management and key employees;

(d)                                 comply with all Requirements of Law and with the directions of any Governmental Authority having jurisdiction over the Company, any Subsidiary or any of their Business or property; and

(e)                                  file or cause to be filed in a timely manner all reports, applications, estimates and licenses that shall be required by a Governmental Authority.

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8.             INDEMNIFICATION

8.1          Indemnification

(a)                                  Except as otherwise provided in this Section 8, each of the Covenantors (each, an “Indemnifying Party”) shall, jointly and severally, indemnify, defend and hold harmless each of the Investors and, their respective management companies and persons nominated by the Investors as directors of any Group Company (each, an “Indemnified Party”) to the fullest extent permitted by law from and against any and all actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”), losses, damages (including incidental and consequential damages), expenses (including reasonable attorney’s fees and cost of defense and investigation) or any diminution in value of the Subscribed Shares (collectively, “Damages”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Covenantors in this Agreement or the other Transaction Documents; provided, however that, for the purposes of this Section 8.1(a), the cumulative liability of the Indemnifying Parties to each Investor shall not exceed such Investor’s portion of the aggregate Purchase Price paid by such Investor to the Company; provided, further that, the indemnification obligation specified in this Section 8.1(a) shall not apply to the representation and warranty contained in Section 11(c) of Schedule 3.  The remedies provided in this Section 8.1 will not be exclusive of or limit other remedies that may be available to the Investors.

(b)                                 Except as otherwise provided in this Section 8, each of the Investors shall, severally but not jointly, indemnify, defend and hold harmless each of the Covenantors to the fullest extent permitted by law from and against Claims and Damages resulting from or arising out of any breach of any representation or warranty, covenant or agreement by such Investor in this Agreement or the other Transaction Documents, provided, however that the cumulative liability of each Investor to the Covenantors shall not exceed such Investor’s portion of the aggregate Purchase Price paid by such Investor to the Company in accordance with this Agreement.

(c)                                  Notwithstanding anything to the contrary, the Indemnifying Party shall not be liable to the Indemnified Parties with respect to matters described in Sections 8.1(a) or (b), as the case may be, until the total Damages exceed US$60,000 (and, for the avoidance of any doubt, only for the amount by which such Damages exceed US$60,000). For the purpose of this Section 8, the term Indemnifying Party refers to the Covenantors or the Investors, as the case may be, so does the Indemnified Party.

8.2          Notification

Each Indemnified Party under this Section 8 shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Section 8, notify the Indemnifying Party in writing of the commencement thereof.  The omission of any Indemnified Party to so notify the Indemnifying Party of any such Claim shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party (a) other than pursuant to this Section 8 or (b) under this Section 8 unless, and only to the extent that, such omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses.  In case any such Claim shall be brought against any Indemnified Party, and upon its notification to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense.  Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to

11

employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any Claim between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred.  The Indemnifying Party agrees that it will not, without the prior written consent of Trustbridge Partners III, L.P., settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim.  The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld.  The rights accorded to an Indemnified Party hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Section 8 shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

8.3          Contribution

If the indemnification provided for in this Section 8 from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any Damages referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the Claims which resulted in such Damages, as well as any other relevant equitable considerations.  The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any Claim in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a result of the Damages referred to above shall be deemed to include, subject to the limitations set forth in Sections 8.1 and 8.2, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.

9.                                      TERMINATION OF AGREEMENT

9.1          Termination

This Agreement may be terminated prior to the Closing as follows:

(a)                                  at any time on or prior to the Closing Date, by mutual written consent of the Covenantors and the Investors;

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(b)                                 at the election of the Covenantors or the Investors by written notice to the other Parties after 5:00 p.m. Eastern Standard Time, on  January 10, 2010 if the Closing shall not have occurred, unless such date is extended by the mutual written consent of the Covenantors and the Investors; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available (i) to any Party whose breach of any representation, warranty, covenant or agreement under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (ii) if the Closing has not occurred solely because any Party has not yet obtained a necessary approval from any Governmental Authority.

(c)                                  at the election of the Covenantors, if there has been a material breach of any representation, warranty, covenant or agreement on the part of any of the Investors contained in this Agreement, which breach has not been cured or is not curable within fifteen (15) Business Days of notice to the Investors of such breach; or

(d)                                 at the election of the Investors, if there has been a material breach of any representation, warranty, covenant or agreement on the part of the Covenantors contained in this Agreement, which breach has not been cured or is not curable within fifteen (15) Business Days notice to the Covenantors of such breach.

If this Agreement so terminates, it shall become null and void and have no further force or effect, except as provided in Section 9.2.

9.2          Survival

If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and of no further force and effect; except for the provisions of Section 1 and this Section 9.2 and Sections 11.1 through 11.13 (inclusive), which shall survive the termination of this Agreement; provided, however, that (a) none of the Parties shall have any liability in respect of a termination of this Agreement pursuant to Section 9.1(a) or Section 9.1(b), and (b) nothing shall relieve any of the Parties from liability for actual damages resulting from a termination of this Agreement pursuant to Section 9.1(c) or 9.1(d); and provided, further, that none of the Parties shall have any liability for speculative, indirect, punitive, unforeseeable or consequential damages or lost profits resulting from any legal action relating to any termination of this Agreement.

10.          POST-CLOSING COVENANTS

10.1        PFIC Status

The Company shall use its best efforts not to become a PFIC. As soon as reasonably practicable after the Closing and no later than March 1st of each subsequent tax year, the Company shall determine its PFIC status and shall immediately notify the Investors in writing of any change in PFIC status.  In addition, the Company shall provide assistance and make available all information as the Investors reasonably request to determine the PFIC status of the Company and otherwise comply with provisions of the Code covering PFICs, including, without limitation, provisions covering elections and retroactive elections under Section 1295 of the Code.  The Company hereby acknowledges that its obligation pursuant to the immediately preceding sentence may include providing the Investors with a “PFIC Annual Information Statement” within the meaning of Treas. Reg. § 1.1295-1(g).

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10.2        Filing of the Charter Documents

The Company shall promptly file the Charter Documents substantially in the form set forth in Exhibit A attached hereto with the relevant Governmental Authority in the Cayman Islands.

10.3        Key Man Life Insurance

The Company shall purchase from an internationally reputable insurance company located in Hong Kong, and deliver to the Investors within thirty days of the Closing Date a copy of, a term life insurance policy in the amount of US$2,000,000 on the life of the Special Director, naming the Company as the beneficiary and maintain such insurance until otherwise notified by the Investors.

10.4        Compliance with Laws

The Company shall use its reasonable best efforts to comply within one hundred and eighty (180) days from the Closing Date (or in such shorter period as is required to avoid the suspension or revocation of any material license or permit) and thereafter with all applicable PRC laws, statues, orders, doctrines, decrees, writs, rules, regulations, ordinances and other pronouncements having the effect of law of the PRC or any state, county, province, city or other political subdivision thereof, or of any court, tribunal, arbitrator, agency, authority, official or instrumentality of any such government or political subdivision thereof, including without limitations the July 13, 2006 Notice on Strengthening Administration of Foreign Investment in and Operation of Value-Added Telecommunications Business by the Ministry of Information; provided, that any amendment or modification to the Group Companies’ control arrangements in connection with such compliance, including, without limitation, to the Group Companies’ intellectual property and equity ownership, shall be in form and substance approved by the Board of Directors of the Company.  In addition, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇ will use their best efforts to apply for and complete within one hundred (120) days from the Closing Date, the change of registration with the State Administration of Foreign Exchange (“SAFE”, including its local authorized offices) in accordance with the registration requirements under Circular 75 issued by the State Administration of Foreign Exchange of the PRC on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles”, effective as of November 1, 2005 (“Circular 75”, including its successor and implemental rules and regulations), in respect of the change of Young Vision’s and Global Village’s shareholdings in the Company.

10.5        Tax Status

The Company will not elect to be treated as an entity disregarded as separate from its owner under Treasury Regulation Sections 301.7701-3(a) and (c) for United States federal income tax purposes without the consent of the Investors.

11.          MISCELLANEOUS

11.1        Survival of Representations and Warranties

No Party shall be liable for the inaccuracy or incompleteness in the representations and warranties made by it in this Agreement unless a claim for the breach of its representations and warranties is made against such Party within the second anniversary of the Closing Date; provided, that claims arising from the breach of the representations and warranties as contained in Sections 1, 2(a), 2(b) and 2(e) of Schedule 3 and Sections 3 and 6 of Schedule 4 may be made indefinitely; and provided, further, that claims arising from the breach of the representations and warranties as contained in Sections 7 and 11 of Schedule 3 may be made prior to the lapse of the applicable statute of limitations.

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11.2        Supremacy

In the event that there is a conflict between the provisions of this Agreement and those of the Transaction Documents and to the extent permitted by the applicable laws, the provisions of this Agreement shall prevail and, if so reasonably required by any Parties, the Parties shall procure that the relevant Transaction Documents shall be amended as soon as reasonably practicable in order that such conflict be removed.

11.3        Notices

All notices, demands and other communications provided for or permitted hereunder shall be made in writing in English and shall be by registered or certified first-class mail, facsimile (if the recipient acknowledges receipt), courier service or personal delivery:

(a)                                  if to the Company, the WFOE or the Domestic Companies:

▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ Times Square,

▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

PRC

Fax: (▇▇-▇▇) ▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇

(b)                                 If to Young Vision

▇/▇  ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ Times Square,

▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

PRC

Fax: (▇▇-▇▇) ▇▇▇▇-▇▇▇▇

Attention:  ▇▇▇▇▇▇▇▇▇ ▇▇

(c)                                  if to Global Village

▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,

▇▇▇▇ Yu, 3, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇

Fax:  (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇

Attention: ▇▇ ▇▇▇▇

(d)                                 If to the Special Managers

▇/▇          ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ Times Square,

▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

15

PRC

Fax: (▇▇-▇▇) ▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇

(e)                                  If to the Special Director

▇/▇          ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ Times Square,

▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

PRC

Fax: (▇▇-▇▇) ▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇

(f)                                    If to the Investors:

Trustbridge Partners III, L.P.

c/o Trustbridge (Shanghai) Investment Advisory Co. Ltd.

Unit 1206, One Lujiazui, ▇▇.▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇), ▇▇▇▇▇▇▇▇, ▇.▇.▇▇▇▇▇, ▇▇▇▇▇▇

Phone: ▇▇-▇▇-▇▇▇▇-▇▇▇▇

Fax: ▇▇-▇▇-▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇

Zero2IPO China Fund II, L.P.

Room 2101, 21/F., Westlands Centre

▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇

Fax:▇▇▇▇ ▇▇▇▇ ▇▇▇▇

Attention: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is mechanically acknowledged, if telecopied.  Any Party may by notice given in accordance with this Section 11.3 designate another address or Person for receipt of notices hereunder.

11.4        Successors and Assigns; Third Party Beneficiaries

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Parties.  Subject to applicable securities laws and the terms and conditions thereof, the Investors may assign any of their rights or obligations under this Agreement or the other Transaction Documents to any of their respective Affiliates, provided, however, that the Investors shall not assign any of their respective rights or obligations herein to any Competitor of the Group Companies.  No Covenantors may assign any of its rights or obligations under this Agreement without the written consent of the Investors.  Except as provided in Section 8, no Person other than the Parties and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

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11.5        Amendment and Waiver

(a)                                  No failure or delay on the part of the Covenantors or the Investors in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Covenantors or the Investors at law, in equity or otherwise.

(b)                                 Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Covenantors or the Investors from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Covenantors and the Investors, and (ii) only in the specific instance and for the specific purpose for which it is made or given.  Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

11.6        Counterparts

This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Agreement by a facsimile shall be as effective as delivery of a manually executed counterpart of a signature page of this Agreement.

11.7        Headings

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

11.8        Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

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11.9        Arbitration

(a)                                  Except as otherwise provided in this agreement, any dispute or claim arising out of or in connection with or relating to this agreement, or the breach, termination or invalidity hereof, shall be finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) under the rules of the HKIAC (the “Rules”) as are in force at the date of the notice of arbitration commencing any such arbitration, but subject to the amendments made to the Rules by the rest of this section 11.9.  For the purpose of such arbitration, there shall be a board of arbitration (the “Board of Arbitration”) consisting of three arbitrators: the Covenantors as one side shall select one (1) arbitrator, the Investors as the other side shall select one (1) arbitrator, and the third arbitrator shall be selected by mutual agreement of the first two arbitrators, or if these two arbitrators fail to reach agreement on a third arbitrator within twenty (20) days after their selection, such third arbitrator shall thereafter be selected by the HKIAC upon application made to it by either side of the arbitration for such purpose.  The place of arbitration shall be in Hong Kong.  All arbitration proceedings shall be conducted in the English language.  The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in Section 11.8.  Judgment upon any arbitral award rendered hereunder may be entered in any court, and/or application may be made to any such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.  In the event that arbitrators cannot be selected in accordance with the forgoing of this subsection, the Parties agree to give the right to select all three arbitrators to HKIAC based on the principles of equitability and fairness.

(b)                                 Each Party shall cooperate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this agreement.

(c)                                  Unless the Board of Arbitration shall determine or rule otherwise, the costs and expenses of the arbitration, including the fees of the Board of Arbitration, shall be borne (i) by the losing side in the event an award is made in favor of the other side to the arbitration or (ii) equally by each side to the dispute or claim in the event no award is made in favor of any side to the arbitration. Each Party shall pay its own fees, disbursements and other charges of its counsel.

(d)                                 Any award made by the Board of Arbitration shall be final and binding on each side to the dispute.  If arbitral award is rendered in favor of the Investors, the arbitral award shall be final and binding on each member of the Covenantors, and vice versa.  The Parties expressly agree to waive the applicability of any laws and regulations that would otherwise give the right to appeal the decisions of the Board of Arbitration so that there shall be no appeal to any court of law from the award of the Board of Arbitration, and a Party shall not challenge or resist the enforcement action taken by any other Party in whose favor an award of the Board of Arbitration was given.

(e)                                  This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder.

11.10                 Severability

If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

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11.11                 Rules of Construction

Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

11.12                 Entire Agreement

This Agreement, together with the exhibits and schedules hereto, and the other Transaction Documents are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein and therein.  There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein.  This Agreement, together with the exhibits and schedules hereto, and the other Transaction Documents supersede all prior agreements and understandings between the Parties with respect to such subject matter.

11.13      Fees; Stamp Duty

(a)                                  At the Closing, the Company shall reimburse Trustbridge Partners III, L.P. for its fees, disbursements and other charges incurred in connection with the transactions contemplated by the Transaction Documents (the “Transaction Fees”), including without limitation, the fees, disbursements and other charges incurred by Trustbridge Partners III, L.P. in retaining outside legal counsel and an accounting firm to conduct due diligence on the Group Companies; provided that the aggregate amount of such reimbursement shall not exceed US$ 60,000.00; provided further that (i) if the Closing does not take place according to the terms of this Agreement for any reason attributable to any of the Covenantors, the Company shall be obligated to reimburse Trustbridge Partners III, L.P. for 50% of the Transaction Fees, which reimbursement shall not exceed $30,000, and (ii) if the Closing fails to be consummated due to any reason not attributable to any of the Covenantors, the Company shall NOT be obligated to reimburse Trustbridge Partners III, L.P. or any other Investors for any Transaction Fees or other fees whatsoever.

(b)                                 Any stamp duty, capital duty, fees or expenses payable in connection with the issue of the Subscribed Shares shall be borne by the Company.

11.14      Publicity; Confidentiality

(a)                                  Except as may be required by applicable Requirement of Law, none of the Parties shall issue a press release or public announcement or otherwise make any public disclosure concerning this Agreement without the prior approval of the other Parties (which shall not be unreasonably withheld).

(b)                                 Each of the Parties shall at all times after the date of this Agreement keep confidential, and not directly or indirectly reveal, disclose or use for his or its own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of a Party in the negotiations leading to, this Agreement and which relates to:

(i)                                     the negotiations relating to this Agreement;

(ii)                                  the subject matter and/or provisions of this Agreement; or

19

(iii)                               the Group Companies, the Special Managers, Investors or any other Parties.

(c)                                  Each of the Parties shall procure that its employees, officers, representatives and professional advisors to whom any such confidential information is disclosed shall comply with the provisions of this Section 11.14.

(d)                                 Nothing in this Agreement shall restrict any Party from disclosing information (a) that is already publicly available, (b) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation; provided that such Party will use reasonable efforts to notify the other Parties in advance of such disclosure so as to permit the other Parties to seek a protective order or otherwise contest such disclosure, and such Party will use reasonable efforts to cooperate, at the expense of the other Parties, with the other Parties in pursuing any such protective order, (c) to such Party’s officers, directors, shareholders, investors, advisors, employees, members, partners, controlling persons, auditors or counsel as may be reasonably required, or (d) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to any Requirement of Law.  In no event shall any of the Covenantors issue a press release or public announcement or otherwise make any public disclosure about the Investors without the prior written consent of the Investors.  Nothing in this Agreement shall restrict the Company from making disclosure concerning this Agreement in its filings in connection with its public securities offerings or proposed initial public offering.

11.15                 Further Assurances

Each of the Parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Share Subscription Agreement on the date first written above.

GROUP COMPANIES:

Share Subscription Agreement

Exhibit A

Charter Documents

The Third Amended and Restated Memorandum and Articles of Association

Exhibit B

Form of the Second Amended and Restated Registration Rights Agreement

2

Exhibit C

Form of the Second Amended and Restated Shareholders Agreement

Exhibit D

[Reserved]

Exhibit E

[Reserved]

2

Exhibit F

Disclosure Schedule

(see attached)

3

Exhibit G-1

Form of the Key Employee Employment Agreement

4

Exhibit G-2

Form of the Key Employee Proprietary Invention Assignment Agreement

5

Exhibit G-3

Form of ▇▇▇▇▇▇ ▇▇▇▇ Non-Compete, Non-Solicit and Invention Assignment Agreement

6

Exhibit H

[Reserved]

7

Exhibit I

Form of the Amended and Restated Share Incentive Agreement

8

Schedule 1

SUBSCRIBED SHARES AND PURCHASE PRICE

9

POST-CLOSING CAPITALIZATION TABLE

Schedule 2

PARTICULARS OF THE GROUP COMPANIES

PART I - COMPANY

1.                                       Registered office: Offshore Incorporations (Cayman) Limited

2.                                       Date of incorporation: 9 June 2005

3.                                       Directors: ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Gongquan Wang

4.                                       Share Capital:

Authorized: US$214,359.542

Issued and paid up: US$135,822.509

5.                                       Shareholders as of the date hereof:

2

7.                                       Financial Year End:  31st December

8.                                       Capitalization of the Post-Closing Company: please see Schedule 1.

3

PART II — WFOE

PART III — DOMESTIC COMPANIES

BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD.

4

BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD.

BEIJING QIHU TECHNOLOGY COMPANY LIMITED

5

QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED

6

SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD.

BEIJING STAR WORLD TECHNOLOGY CO., LTD.

7

8

Schedule 3

REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS

Definitions

In this Schedule, capitalized terms not otherwise defined have the meanings set forth in this Agreement, and the following terms have the meanings specified below:

“Accounts Date” means December 31, 2008.

“Assets” means all assets, rights and privileges of any nature and all goodwill associated therewith, including without limitation all rights in respect of Contractual Obligations, all Intellectual Property and Equipment.

“Audited Financial Statements” has the meaning set forth in Section 6(a) of this Schedule 3.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability of that Person with respect to any Liabilities, lease, dividend, guaranty, letter of credit or other obligation, contractual or otherwise (the “primary obligation”) of another Person (the “primary obligor”), whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

“Copyrights” means any copyright registrations and applications for registration thereof in the United States, the PRC or any other jurisdiction, and any non-registered copyrights.

“Disclosed” means any disclosure included in this Agreement, including disclosure contained in this Schedule 3 and in the Disclosure Schedule.

“Disclosure Schedule” means the disclosure schedule to be provided by the Company to the Investors in the form satisfactory to the Investors and attached hereto as Exhibit F.

“Equity Securities” means, with respect to any Person, such Person’s capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests (including, without limitation, in the case of the Company, its Equity Securities ) or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interest (whether or not such derivative securities are issued by such Person).

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“Equipment” means all the plant and machinery, tools and equipment, vehicles and office furniture, computer equipment and accessories and other tangible Assets.

“Financial Statements” has the meaning set forth in Section 6(a) of this Schedule 3.

“Group Charter Documents” means, collectively, the Charter Documents and the articles of association (or other applicable charter documents) of each Subsidiary.

“Intellectual Property” has the meaning set forth in Section 12(a) of this Schedule 3.

“Internet Assets” means any Internet domain names and other computer user identifiers and any rights in and to sites on the worldwide web, including rights in and to any text, graphics, audio and video files and html or other code incorporated in such sites.

“Knowledge of the Company” means to the best of the information and belief of the Company, ▇▇▇▇▇▇ ▇▇▇▇ and the Special Managers after a reasonable due inquiry.

“Land Use Rights” means in relation to the land on which the facilities of the Company or any Subsidiary is located, the land use rights granted in relation thereto under the relevant land use right certificates and real estate certificates.

“Liabilities” means, as to any Person, (a) all obligations of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (b) all obligations of such Person to pay the deferred subscription monies of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business, (c) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (f) all indebtedness secured by any Lien (other than Liens in favor of lessors under leases other than leases included in clause (e)) on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person, and (g) any Contingent Obligation of such Person.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever.

“Litigation” has the meaning set forth in Section 10(a) of this Schedule 3.

“Patents” means any patents and patent applications issued by or made in the PRC, the United States or any other jurisdiction, including any divisions, continuations, continuations-in-part, substitutions or reissues thereof, whether or not patents are issued on such applications and whether or not such applications are modified, withdrawn or resubmitted.

“PFIC” has the meaning set forth in Section 7 of this Schedule 3.

“Plan” means any employee benefit plan, arrangement, policy, program, agreement or

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commitment, including, without limitation, any employment, consulting or deferred compensation agreement, executive compensation, bonus, incentive, pension, profit-sharing, savings, retirement, stock option, stock purchase or severance pay plan, any life, health, disability or accident insurance plan, whether oral or written, as to which the Company or any Subsidiary has or in the future could have any direct or indirect, actual or contingent liability.

“Related Party” means (i) any shareholder of the Company or any Subsidiary, (ii) any director of the Company or any Subsidiary, (iii) any individual employed by the Company or any Subsidiary holding the office or title of or serving as Assistant Vice President and/or any office, title or position senior to Assistant Vice President (“Senior Officer”), (iv) any family member of a shareholder, director or Senior Officer of the Company or any Subsidiary, (v) any Person in which any shareholder or director of the Company or any Senior Officer has any security or economic interest, other than a passive shareholding of less than 1% in a publicly listed company, and (vi) any other Affiliate of the Company or any Subsidiary or of a shareholder or director of the Company or any Subsidiary.

“Software” means any computer software programs, source code, object code, data and documentation, including, without limitation, any computer software programs that incorporate and run the Company’s or any Subsidiary’s pricing models, formulae and algorithms.

“Tax” means all forms of taxation, estate, duties, deductions, withholdings, duties, imposts, levies, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC or any other jurisdiction and any interest, additional taxation, penalty, surcharge or fine in connection therewith.

“Trade Secrets” means any trade secrets, research records, processes, procedures, manufacturing formulae, technical know-how, technology, blue prints, designs, plans, inventions (whether patentable and whether reduced to practice), invention disclosures and improvements thereto, in each case, the value of which is contingent upon the maintenance of confidentiality thereof.

“Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, designs and logos, corporate names, product or service identifiers, whether registered or unregistered, and all registrations and applications for registration thereof.

“Unaudited Financial Statements” has the meaning set forth in Section 6(a) of this Schedule 3.

“Use” means to use, reproduce, prepare derivative works based upon, distribute, perform, display, make, have made, sell, offer to sell, export, import, license, sublicense and otherwise exploit.

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1.                                      CORPORATE MATTERS

(a)                                  Organization, Good Standing and Qualification.  Each of the Group Companies has been duly incorporated and organized, and is validly existing (i) in good standing (in the case of the Company and each Subsidiary incorporated outside of the PRC ), (ii) in compliance with all registration and approval requirements (in the case of each Subsidiary incorporated in the PRC) and (iii) qualified to do Business in each jurisdiction in which the Company or any of its Subsidiaries is required by any Requirements of Law to be qualified, except to the extent that such failure to qualify does not individually or in the aggregate have a Material Adverse Effect on the Company or any Subsidiary.  Each of the Group Companies has the corporate power and authority to own and operate its Assets and properties and to carry on its Business.  Each of Global Village and Young Vision has been duly incorporated and organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation.

(b)                                 Charter Documents.  The copies of the existing charter documents of the Company and Group Charter Documents (having attached thereto copies of all such resolutions as are by Requirements of Law required to be attached thereto and all amendments made to date) of the Company and each Subsidiary that have been delivered to the Investors are true and complete.  All legal and procedural requirements and other formalities concerning such Group Charter Documents and the arrangements set forth therein have been duly and properly complied with in all material respects.  Except as Disclosed, each set of the control contracts (the “Control Contracts”) between WFOE on one side and a Domestic Company and/or its shareholders on the other side have been duly executed and delivered by the parties thereto, and constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms. None of the Group Companies or the Special Managers have received any oral or written inquiries, notifications or any other form of official correspondence from any Governmental Authorities challenging or questioning the legality or enforceability of any of the Control Contracts.

(c)                                  Capitalization and Other Particulars of Subsidiaries.  The particulars of the Company and each Subsidiary’s share capital (or registered capital, as the case may be) and ownership thereof set forth in Schedule 2 are a true, complete and correct description of the share capital (or registered capital, as the case may be) and ownership thereof of the Company or such Subsidiary respectively on the date hereof and on the Closing Date.  The Equity Securities of each Subsidiary held, directly or indirectly, by the Company represent 100 per cent of the Equity Securities of such Subsidiary.  The Equity Securities of each Subsidiary are free and clear from all Liens.  Except as Disclosed, the Company does not, directly or indirectly, own any Equity Securities of any Person other than the Subsidiaries.  Each record shareholder of each of the Domestic Companies set forth in Schedule 2 is a citizen and permanent resident of the PRC and did not hold and does not hold any identification that may require the registration of any Domestic Company in which such shareholder holds any equity interests as a foreign invested enterprise pursuant to the Requirement of Law at the time of the incorporation of such Domestic Company or thereafter.

(d)                                 Capitalization.

(i)                                    On the Closing Date, assuming that the transactions contemplated by this Agreement have been consummated in accordance with the terms hereof, the authorized share capital of the Company shall be US$234,945.196, divided into (i) 156,631,180 Ordinary Shares, with a par value of US $0.001, of which 70,982,680 Ordinary Shares are issued and outstanding (Young Vision holds

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39,454,522 Ordinary Shares and Global Village holds 31,528,158 Ordinary Shares); (ii) 32,603,760 Series A Preferred Shares, with a par value of US $0.001, all of which are issued and outstanding; (iii) 37,878,789 Series B Preferred Shares, with a par value of US $0.001, all of which are issued and outstanding; and (iv) 7,831,467 Series C Preferred Shares, with a par value of US $0.001, 7,831,467 of which are issued and outstanding.  Except as expressly otherwise provided for, there are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of the Company’s or any Subsidiary’s capital stock, (ii) any Equity Securities of the Company or any Subsidiary or (iii) any other securities of the Company or any Subsidiary and there are no commitments, contracts, agreements, arrangements or understandings by the Company or any Subsidiary to issue any shares of the Company’s or any Subsidiary’s capital stock or any Equity Securities or other securities of the Company or any Subsidiary.  The Subscribed Shares are duly authorized, and when issued and sold to the Investors after payment therefor, will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable securities laws and will be free and clear of all Liens (other than those imposed by the Shareholders Agreement).  All of the issued and outstanding Ordinary Shares are, and the Subscribed Shares will be, upon issuance duly authorized, validly issued, fully paid and non-assessable, and in compliance with the registration and qualification requirements of all applicable securities laws and free of restrictions on transfer, other than restrictions on transfer under the Transaction Documents, applicable Requirements of Law and liens or encumbrances created by or imposed by each Investor on its own Subscribed Shares.  The Ordinary Shares issuable upon conversion of the Subscribed Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter Documents, will be validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under the Transaction Documents, applicable Requirements of Law and liens or encumbrances created by or imposed by the each Investor on its own Ordinary Shares.

(e)                                  Corporate Records.  The resolutions and all other documents of the Group Companies required to be filed with any Governmental Authority have been filed or submitted for filing, and all resolutions required by applicable Requirements of Law or the respective charters of the Group Companies have been passed.

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2.                                      AUTHORIZATION AND VALIDITY OF TRANSACTIONS

(a)                                  Authorization.  Each of the Covenantors, the shareholder of Global Village and the shareholder of Young Vision has the power and authority to execute, deliver and perform the Transaction Documents to which it is a party.  All actions on the part of the Covenantors necessary for the authorization, execution, delivery and performance of all of their obligations under the Transaction Documents, including the issuance and delivery of the Series C Preferred Shares, the filing and, where required, approval of the Group Charter Documents have been taken or will be taken prior to the Closing.  All actions on the part of the Company necessary for the authorization, issuance and delivery of the Subscribed Shares and the filing and, where required, approval of the Charter Documents have been taken or will be taken prior to Closing.

(b)                                 Enforceability.  Assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents by the Investors, this Agreement is, and each other Transaction Document to which each of the Covenantors, the shareholder of Global Village and the shareholder of Young Vision is a party will, when executed, be a valid and binding obligation of such Covenantor, the shareholder of Global Village and the shareholder of Young Vision, enforceable against such Covenantor, the shareholder of Global Village and the shareholder of Young Vision in accordance with its respective terms, except where such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or (ii) laws relating to the availability of specific performance, injunctive relief or equitable remedies.

(c)                                  Consents and Approvals.  Except as Disclosed, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other authority is required in connection with the execution, delivery and performance by any Covenantor, the shareholder of Global Village or the shareholder of Young Vision of this Agreement and the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby.

(d)                                 No Breach.  The execution and delivery by each Covenantor, the shareholder of Global Village and the shareholder of Young Vision of each Transaction Document to which it is a party and the performance by it of its obligations under such Transaction Documents do not:

(i)                                     breach or constitute a default under any existing charter documents of any Group Company or any Group Charter Document;

(ii)                                 result in a breach of, or constitute a default under, any Contractual Obligation to which any Covenantor, the shareholder of Global Village or the shareholder of Young Vision is a party or by which such Person or its property or Assets is bound or result in the acceleration of any obligation under any Contractual Obligation; or

(iii)                             result in a violation or breach of or default under any Requirements of Law or of any order, writ, injunction, judgment or decree of any Governmental Authority by which any Covenantor, the shareholder of Global Village or the shareholder of Young Vision is bound.

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(e)                                  No Brokerage Fees.  Except as Disclosed, no Person is entitled to receive from any Covenantor, the shareholder of Global Village or the shareholder of Young Vision any finder’s fee, brokerage or commission in connection with this Agreement and each other Transaction Document or anything contained herein and therein.

3.                                      LEGAL COMPLIANCE

(a)                                  Compliance with Laws.  Each of the Group Companies has at all times carried on its Business in compliance with all applicable Requirements of Law.  Each of the PRC Residents as defined in Circular 75 directly or indirectly holding interests in the Company has timely filed and, where applicable, updated his registration with SAFE in accordance with Circular 75. Other than ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇, no PRC Residents as defined in Circular 75 directly or indirectly hold any interests in the Company.  None of the Covenantors and any of their respective directors, officers or senior management staff, as applicable, has committed any criminal offence, or any tort or any breach of any Requirements of Law, in either case relating to the carrying on of the Business of Company or any Subsidiary.  None of the Special Managers, and to the Knowledge of the Company, none of the officers, directors or other employees of any Group Company is or has at any time committed any criminal offence, or been in violation of any applicable Requirements of Law, in either case which may have a Material Adverse Effect on the ability of the Company or any Subsidiary to conduct its Business.

There are no Contractual Obligations or concerted practices to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound which are void, illegal, unenforceable or which contravene any applicable Requirements of Law.

(b)                                 Permits.  The Company and each Subsidiary has all material permits, approvals, authorizations, franchises and licenses necessary to own, lease, license and use its properties and Assets and conduct its Business.  Each of Beijing 3G3W and Beijing Qihoo has received and maintains a valid ICP License and other licenses and permits necessary for the conduct of its Business. None of the Company or any Subsidiary is in breach of or default under (i) any such material permit, approval, authorization, franchise or license or (ii) any requirement of law pursuant to which such permit, approval, authorization, franchises and licenses are granted.  To the Knowledge of the Company, no Governmental Authority is considering modifying, suspending, or revoking any such permit, approval, authorization, franchise or license.  All such material permits approvals, authorizations, franchises and licenses do not contain burdensome restrictions or conditions that could have a Material Adverse Effect and will remain in full force at effect not withstanding the Closing.

(c)                                  Governmental Authority.  There is no Governmental Authority or other Person that has:

(i)                                    requested any information in connection with or instituted or, to the Knowledge of the Company, threatened any action or investigation to restrain, prohibit or otherwise challenge the subscription of the Subscribed Shares by the Investors or the consummation of the transactions contemplated in connection with the Transaction Documents; or

(ii)                                 to the Knowledge of the Company, proposed or enacted any Requirements of Law which would prohibit, materially restrict or materially delay implementation

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of the subscription of the Subscribed Shares or the operations of the Company or any Subsidiary after the Closing.

(d)                                 No Bribery.  No act or transaction has been effected by or on behalf of the Company, any Subsidiary, any Special Managers, or, to the Knowledge of the Company, any of their respective directors, officers or senior management staff, involving the giving of anything of value, to any government official, political party, party official or candidate for political office for the purpose of influencing the recipient in his or its official capacity in order to obtain Business, retain Business or direct Business to the Company or such Subsidiary or any other Person.  None of the Covenantors, the shareholder of Global Village and the shareholder of Young Vision has made or authorized any offer, payment, promise to pay, contribution or gift of money, property or services, which would be in contravention of any applicable Requirements of Law.

4.                                      ASSETS

(a)                                  Title to Assets.  Except as Disclosed, the Assets included in the Financial Statements or acquired by the Company or any Subsidiary since the Accounts Date and all other Assets used or employed by the Company or any Subsidiary are the absolute property of the Company or the relevant Subsidiary free and clear from any Lien and are not the subject of any leasing, hiring or hire-purchase agreement or agreement for payment on deferred terms or assignment or factoring or other similar agreement, and all such Assets are in the possession or under the control of the Company or the relevant Subsidiary.

(b)                                 Status of Assets.  The Company and each Subsidiary owns or has the right to use all Assets required for the conduct of its Business in compliance with all requirements of law.

(c)                                  The Company.  The Company has had no Assets other than its ownership of the registered capital of WFOE, has had no Liabilities and has conducted no business other than those incidental to the routine maintenance of the registered capital of WFOE and registered office and registered agent fees of the Company.

(d)                                 Leases.  The Company and its Subsidiaries have made available to the Investors true and complete copies of the leases relating to all material Assets or real property leased by the Company and its Subsidiaries.  The Company and its Subsidiaries have a valid and binding leasehold interest in all material Assets or real property leased by the Company and its Subsidiaries.  The Company and its Subsidiaries are in compliance with all such leases and hold valid leasehold interests, free of any Liens, other than those of the lessors of such Assets or property.  Neither the Company nor any Subsidiary has received notice that it is in material default of any material lease, and there exists no material event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a material default by the Company or any Subsidiary under any such material lease.  The Assets and real property of the Company and each Subsidiary have been properly maintained and are in working condition, ordinary course wear and tear excepted.  Except as Disclosed, neither the Company nor any Subsidiary is a party to any lease, or has any rights to real property or any Land Use Rights.

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5.                                      CONTRACTS AND TRANSACTIONS

(a)                                  Contracts.  The Disclosure Schedule set forth all Contractual Obligations to which the Company, any Subsidiary, Global Village or Young Vision is a party to, or bound by, that (i) was entered into outside of its ordinary course of business, (ii) involves total payments or revenues in excess of US$100,000, (iii) is a joint venture, shareholders’ or partnership arrangement or agreement or similar arrangement or agreement or any agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares, (iv) any loan agreement, indenture, note, bond, debenture, Lien or any other Contractual Obligation evidencing indebtedness or a security interest to any Person or any commitment to provide any of the foregoing, or any agreement of guaranty, indemnification or other similar commitment with respect to the obligations and liabilities of another Person, (v) restricts the ability of the Company or any Subsidiary to carry on any business or other services or competing with any Person anywhere in the world, or restricts the Company or any Subsidiary from soliciting or hiring any person with respect to employment or which would so restrict the Company or any Subsidiary after the Closing Date; or (vi) is determined after reasonable due inquiry to be otherwise material to the Company or any Subsidiary (collectively, “Material Contracts”).  True and complete copies of all Material Contracts have been made available to the Investors.  With respect to each Material Contract, neither the Company, any Subsidiary nor any other party thereto is in default (or with the giving of notice or passage of time, would be in default) in any respect in the performance, observance or fulfillment of any of its obligations or covenants contained in any such Material Contract, and none of the parties to any such Material Contract has indicated any intention to terminate, rescind, avoid or repudiate such Material Contract prior to the expiration of its term.  Each Material Contract to which the Company, any Subsidiary, Global Village or Young Vision is a party has been duly authorized, executed and delivered by the Company, such Subsidiary, Global Village or Young Vision, as the case may be, and by each other party thereto and constitutes the valid and binding obligation of the Company, such Subsidiary, Global Village or Young Vision, as the case may be, and each party thereto, enforceable against such party in accordance with its terms, except where such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or equitable remedies.  All contracts in connection with the sale of Beijing Wulin Network Co., Ltd., Shanghai Yizhitang Information Service Co., Ltd. and Beijing Qizhi Haotian Technology Co., Ltd. have been performed in accordance with their respective terms and none of the Covenantors is or will be subject to any liabilities thereunder.

(b)                                 Performance.  With respect to each Material Contract to which the Company, any Subsidiary , Global Village or Young Vision is party or by which it is bound: (i) the Company, such Subsidiary , Global Village or Young Vision, as the case may be, is under no obligation which cannot readily be fulfilled, performed or discharged by it on time and without undue or unusual expenditure or effort; and (ii) the Company, such Subsidiary, Global Village or Young Vision has the technical and other capabilities and the human and material resources to enable it to fulfill, perform and discharge all its outstanding obligations in the ordinary course of business and without realizing a loss on completion of performance.

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(c)                                  Change in Control.  There are no Contractual Obligations concerning the Company, any Subsidiary , Global Village or Young Vision which can be terminated as a result of (i) the transactions contemplated by the Transaction Documents; or (ii) a change in control of the Company, any Subsidiary , Global Village or Young Vision or in the composition of the Board of Directors of the Company or the board of directors (or similar body) of a Subsidiary , Global Village or Young Vision.

(d)                                 Related-Party Transactions.  There are no Contractual Obligations, understandings, transactions or proposed transactions between the Company or any Subsidiary on the one hand, and any Related Party on the other hand.  No Related Party of the Company or any Subsidiary is indebted to the Company or any Subsidiary, nor is the Company or any Subsidiary indebted (or committed to make loans or extend or guarantee credit) to any of them.  To the Knowledge of the Company, none of the Related Parties has any direct or indirect ownership in any Person with which the Company or any Subsidiary is affiliated or with which any Person that competes with the Company or any Subsidiary, other than passive shareholdings of less than 1% in publicly listed companies.  No Related Party is, directly or indirectly, interested in any Contractual Obligation with the Company or any Subsidiary.

(e)                                  Authority to Enter into Contracts.  Neither the Company nor any Subsidiary has given any powers of attorney or other authority express, implied or ostensible which is still outstanding or effective to any Person to enter into any contract or commitment to do anything on its behalf other than the authority of employees to enter into routine contracts in the normal course of their duties.

(f)                                    Trade Relations.  There exists no actual or, threatened termination, cancellation or limitation of, the business relationship of the Company or any of its Subsidiaries, or the Business of the Company or any of its Subsidiaries, with any customer or supplier or any group of customers or suppliers that is individually or in the aggregate material to the Business of the Group Companies.

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6.                                      FINANCIAL MATTERS

(a)                                  Financial Statements.  The Company has delivered to the Investors the audited and consolidated financial statements of the Company (balance sheet and statements of operations, cash flow and stockholders’ equity, together with the notes thereto) for the fiscal years ended 31 December, 2008 (the “Audited Financial Statements”) and the unaudited and consolidated financial statements of the Company (balance sheet and statements of operations) for the nine months ended September 30, 2009 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”).  The Financial Statements are true and complete in all material respects and have been prepared in accordance with GAAP, except that the Unaudited Financial Statements do not contain footnotes and are subject to normal year-end adjustments.  The Financial Statements fairly and accurately present in all material respects on a consolidated basis the Assets, Liabilities and financial condition of the Company as of the respective dates and the operating results, shareholders’ equity and cash flows of the Company for the respective periods, except that the Unaudited Financial Statements do not contain footnotes and are subject to normal year-end adjustments.

(b)                                 Provision and Reserve for Liabilities.  The Financial Statements have made adequate provision or reserve for the Liabilities and contingencies required to be reserve against in accordance with GAAP.

(c)                                  Accounts Receivables.  All of the accounts receivables reflected in the Financial Statements represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business.  Unless paid prior to the Closing Date, the accounts receivables reflected in the Financial Statements are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Financial Statements as of the Closing Date.  Subject to such reserves, each of the accounts receivables either has been or will be collected in full within ninety days after the day on which it first becomes due and payable subject to the Company using reasonable endeavors to collect the same.