PHOENIX NEW MEDIA LIMITED PREFERRED SHARE PURCHASE AGREEMENT

Exhibit 4.4

PHOENIX NEW MEDIA LIMITED

PREFERRED SHARE PURCHASE AGREEMENT

This PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the Ninth day of November, 2009 by and among PHOENIX NEW MEDIA LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the purchasers listed on Schedule 1 attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the Persons listed on Schedule 2 attached to this Agreement (collectively, the “Existing Shareholder”), PHOENIX SATELLITE TELEVISION INFORMATION LIMITED, a company organized and existing under the Laws of the British Virgin Islands (the “BVI Co”), BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“Tian Ying”), ▇▇ ▇▇▇▇ LIANHE (BEIJING) TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“▇▇ ▇▇▇▇” and together with Tian Ying, the “Domestic Companies” and each a “Domestic Company”), and FENGHUANG ON-LINE (BEIJING) INFORMATION TECHNOLOGY CO., LTD., a wholly owned foreign enterprise incorporated under the Laws of the PRC (the “WFOE”) whose equity is 100% owned by the BVI Co.  Each of the Company, the BVI Co, the Purchasers, the Existing Shareholder, the WFOE and the Domestic Companies shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.

RECITALS

WHEREAS, the Purchasers desire to purchase from the Company the Preferred Shares (as defined in Section 1.1) and the Company desires to sell the Preferred Shares (as defined in Section 1.1) to the Purchasers pursuant to the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                                       PURCHASE AND SALE OF PREFERRED SHARES.

1.1                                 Sale and Issuance of Series A Preferred Share; Closing Account.

(a)                                  Purchase Price. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing that number of Series A Preferred Shares set forth opposite each Purchaser’s name on Schedule 1, at a purchase price of US$0.1923 per share for an aggregate purchase price of US$25,000,000 (the “Total Purchase Price”). The Series A Preferred Shares issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Preferred Shares”.

(b)                                 Closing Account. Payment of the Total Purchase Price by the Purchasers to the Company shall be made by remittance of immediately available funds to a bank account of the Company in Hong Kong (the “Closing Account”). All bank

charges and related expenses for remittance and receipt of funds shall be for the account of the Company. The Company shall give the Purchasers prior written notice for any withdrawal, disbursement or payment from the Closing Account.

1.2                                 Closing; Delivery.

(a)                                  The purchase and sale of the Preferred Shares shall take place remotely via the exchange of documents and signatures, on a date specified by the Parties, or at such other time and place as the Company and the Purchasers mutually agree upon, which date shall be no later than five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (which time and place are designated as the “Closing”).

(b)                                 At the Closing, the Company shall cause its share register to be updated to reflect the Preferred Shares purchased by the Purchasers and deliver a copy of such updated share register certified by the Company’s registered agent to the Purchasers.

(c)                                  At the Closing, each of the Purchasers shall, severally and not jointly, deposit their respective portion of the Total Purchase Price for the Preferred Shares purchased by such Purchaser as indicated opposite such Purchaser’s name on Schedule 1 by wire transfer of immediately available U.S. dollar funds into the Closing Account.  All bank charges and related expenses for remittance and receipt of funds shall be for the account of the Company.

(d)                                 Within five (5) Business Days after the Closing and against the payment of the purchase price paid by any Purchaser, the Company shall deliver to such Purchaser one or more certificates representing the Preferred Shares being purchased by such Purchaser hereunder at the Closing as set forth on Schedule 1.

1.3                                 Use of Proceeds.

In accordance with the directions of the Board of Directors, as it shall be constituted in accordance with the Shareholders’ Agreement, the Company shall use the proceeds from the sale of the Preferred Shares for general working capital, business expansion, capital expenditure and other general corporate purposes for the Group Companies. The Company shall not use such proceeds to repay any indebtedness owed by any Group Company to any of its shareholders, officers, directors or any other persons related in whatever respect with any of the foregoing parties without the prior written consent of the Purchasers.

1.4                                 Termination of Agreement.

This Agreement may be terminated before the Closing as follows:

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(a)                                  at the election of the Purchasers on or after the date which is 30 days following the date hereof, if the Closing shall not have occurred on or before such date unless such date is extended by the mutual written consent of the Company and the Purchasers, provided that: (i) the Purchasers are not in material default of any of their obligations hereunder, and (ii) the right to terminate this Agreement pursuant to this Section 1.4(a) shall not be available to any Purchaser if its breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure of the Closing to be consummated by the date which is 30 days following the date hereof;

(b)                                 by mutual written consent of Company and the Purchasers as evidenced in writing signed by each of the Company and the Purchasers;

(c)                                  by the Purchasers in the event of any breach or violation of any representation or warranty, covenant or agreement contained herein or in any of the other Transaction Documents by any Warrantor that is not cured or curable within thirty (30) Business Days of written notice;

(d)                                 by the Purchasers if any event, circumstance or change shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company; or

(e)                                  by the Company in the event of any breach or violation of any representation or warranty, covenant or agreement contained herein or in any of the other Transaction Documents by any Purchaser with respect to such Purchaser that is not cured or curable within ten (10) Business Days of written notice.

(f)                                    by the Company in the event that the amount to be raised among all the Purchasers (including those who may not currently be parties to this Agreement) from the sale of the Preferred Shares is less than US$ 22,000,000 by the date which is 30 days following the date hereof.

The date of termination of this Agreement pursuant to this Section 1.4 hereof shall be referred to as “Termination Date”.  In the event of termination by the Company and/or the Purchasers pursuant to this Section 1.4 hereof, written notice thereof shall forthwith be given to the other Party and this Agreement shall terminate, and the purchase of the Preferred Shares hereunder shall be abandoned and rescinded, without further action by the Parties hereto.

1.5                                 Effect of Termination.

In the event that this Agreement is validly terminated pursuant to Section 1.4, then each of the Parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to any Group Company, the Existing Shareholder or the Purchasers; provided that no such termination shall relieve any Party hereto from liability for any breach of this

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Agreement.  The provisions of this Section 1.5, Section 7, Section 8.1, Section 8.2, Section 8.9, and Section 8.15, hereof shall survive any termination of this Agreement.

2.                                       CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS AT CLOSING.

The obligations of each Purchaser to purchase those Preferred Shares set forth opposite such Purchaser’s name of Schedule 1 at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by such Purchaser:

2.1                                 Shareholders’ Agreement.

The Company, the Existing Shareholder, each of the Domestic Companies, the WFOE and the BVI Co shall have executed and delivered the Shareholders’ Agreement in the form attached hereto as Exhibit A.

2.2                                 Budgets.

The Existing Shareholder shall have submitted a detailed budget of the Company with the details of the scheduled use of the proceeds from the sale of the Preferred Shares, capital expenditure, revenue forecast, performance milestones and corporate benchmarks (in terms of corporate formation and so on) for the next thirty six (36) months (the “Budgets”) to the satisfaction of the Purchasers. Such Budgets shall be prepared in good faith based upon assumptions and projections which the Existing Shareholder believes are reasonable and not materially misleading.

2.3                                 Provision of Due Diligence Documents.

The Existing Shareholder shall, on a timely basis provide all the information and documents as reasonably required by the Purchasers.

2.4                                 Completion of Due Diligence.

The Purchasers shall have satisfactorily completed its business, legal and financial due diligence review, including but not limited to the receipt by the Purchasers of the Financial Statements with respect to each Group Company hereof at the Company’s expense.

2.5                                 Material Adverse Effect.

Since the date of this Agreement, no event, circumstance or change shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company.

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2.6                                Proceedings and Documents.

All corporate actions in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers, and the Purchasers (or their legal counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. In addition, the Purchasers (or their legal counsel) shall have received good standing certificates of the Company and the BVI Co. The Group Companies shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by such Group Companies on or before the Closing.

2.7                                 Authorizations.

The Warrantors shall have obtained all authorizations, approvals, waivers or permits of any Person or any Governmental Authority necessary for the consummation of all of the transactions contemplated by this Agreement and other Transaction Documents, including without limitation any authorizations, approvals, waivers or permits that are required in connection with the lawful issuance of the Series A Preferred Shares and all such authorizations, approvals, waivers and permits shall be effective as of the Closing. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its shares or securities, as applicable.

2.8                                 Opinion of Offshore Counsel and PRC Counsel.

The Purchasers shall have received (i) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands legal counsel of the Company, a legal opinion, dated as of the Closing, in the form and substance attached hereto as Exhibit C-1, and (ii) from Zhong Lun Law Firm, PRC legal counsel of the Company, a legal opinion, dated as of the Closing, in the form and substance attached hereto as Exhibit C-2.

2.9                                 Representations and Warranties.

The representations and warranties of the Warrantors contained in Schedule 5 in all material respects shall be true, complete and correct as of the Closing, except for those representations and warranties (i) that address matters only as of a particular date, which representations will have been true and correct as of such particular date, and (ii) that already contain any materiality qualification, which representations and warranties, to the extent already so qualified, shall instead be true and correct in all respects as so qualified as of such respective dates.

2.10                           Postponement of Option Exercising.

The Company shall have worked out a plan (the “Interim Option Exercising Plan”) acceptable to the Purchasers such that all the exercise of options pursuant to the Share Plan which is/will be due from October 25, 2009 shall be postponed until the implementation of the Final Option Exercising Plan (as defined below).

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2.11                           Exclusive Cooperation Agreement.

The WFOE and Phoenix Satellite Television Holdings Limited shall have executed and delivered to the Purchasers an Exclusive Cooperation Agreement in the form attached hereto as Exhibit D.

2.12                           Restated Articles.

The memorandum and articles of association of the Company shall have been amended as set forth in the form attached hereto as Exhibit E (the “Restated Articles”).  Such Restated Articles shall have been duly adopted by all necessary actions of the Board of Directors and/or the members of the Company.

2.13                           Compliance Certificates.

The Purchasers shall have received (a) a certificate executed and delivered by a director of the Company in the form attached hereto as Exhibit F-1, and (b) a certificate executed and delivered by the Existing Shareholder in the form attached as Exhibit F-2.

2.14                           Board of Directors.

As of the Closing, the authorized size of the Board of Directors shall be five (5), and the Board of Directors shall be comprised of the following members: ▇▇▇ ▇▇▇ （刘芹）, ▇▇▇▇ ▇▇▇▇▇ （崔强）, HE Daguang （何大光）, ▇▇▇ ▇▇▇▇▇▇ （刘爽） and LI Ya （李亚） as set forth in the Company’s register of directors, a copy of which shall be certified by the Company’s registered agent and shall be delivered to the Purchasers.

2.15                           Investment Committee Approval.

Within 7 days following the date hereof, each Purchaser’s investment committee shall have approved the execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

2.16                           Director Indemnification Agreement.

The Company shall have executed and delivered to the Series A Director the Indemnification Agreement in the form and substance attached hereto as Exhibit H.

2.17                           Management Rights Letter.

The Company shall have executed and delivered to each Purchaser a Management Rights Letter in the form attached hereto as Exhibit I.

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2.18                           Share Incentive Plan.

The Company shall have an authorised share capital as shall be sufficient to enable issue such number of Ordinary Shares which fall to be issued upon exercise of option granted (including the Committed Options) and which may be granted to eligible persons under the Share Plan (as defined below).

2.19                           Employment Agreements.

Each Key Employee listed on Schedule 4 shall have entered into an employment agreement (the “Employment Agreement”) with the WFOE in form and substance acceptable to the Purchasers.

2.20                           Proprietary Information and Inventions Assignment Agreements.

Each Key Employee listed on Schedule 4 shall have entered into a confidentiality and proprietary information agreement with the WFOE in the form and substance satisfactory and acceptable to the Purchasers that shall include provisions relating to non-disclosure, the assignment of inventions, non-solicitation and non-competition, and the Company shall provide evidence of such agreements to the Purchasers.

2.21                           Side Agreement.

Solely with respect to the obligations of Intel at the Closing, each of the Group Companies shall have executed and delivered to Intel a Side Agreement with respect to the Group Company’s representations and warranties regarding the Foreign Corrupt Practices Act in the form and substance acceptable to Intel.

2.22                           Letter of Commitment and Non-Compete.

Each Key Employee shall have entered into a Letter of Commitment and Non-Compete in the form and substance attached hereto as Exhibit G.

2.23                           Power of Attorney.

The Company shall procure that prior to the Closing, each of the individual shareholders of the Company shall have executed a power of attorney in the form acceptable to the Purchasers authorizing the Company or its designee to act on behalf of each such individual shareholder as his exclusive agent and attorney to execute and deliver the Shareholders’ Agreement and all other actions necessary for consummation of the Transaction.

2.24                           License Agreements.

The relevant Affiliate of the Company and Tian Ying shall have entered into (i) a domain name license agreement; (ii) a program content license agreement; and (iii) a trademark license agreement, in the form and substance satisfactory and acceptable to the Purchasers.

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The relevant Affiliate of the Company and ▇▇ ▇▇▇▇ shall have entered into (i) a program content license agreement; and (ii) a trademark license agreement, in the form and substance satisfactory and acceptable to the Purchasers.

3.                                       CONDITIONS OF THE OBLIGATIONS OF THE COMPANY AT CLOSING.

The obligations of the Company to sell Preferred Shares to the Purchasers at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by the Company:

3.1                                 Representations and Warranties.

The representations and warranties of each Purchaser contained in Schedule 7 shall be true, complete and correct in all material respects as of the Closing.

3.2                                 Performance.

Each Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

3.3                                 Qualifications.

All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Preferred Share pursuant to this Agreement shall be obtained and effective as of the Closing.

3.4                                 Shareholders’ Agreement.

Each Purchaser shall have executed and delivered the Shareholders’ Agreement.

3.5                                 Minimum Closing Amount.

The amount to be raised among all the Purchasers from the sale of the Preferred Shares shall have been no less than US$ 22,000,000.

4.                                       REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS.

The Company, the Group Companies and the Existing Shareholder (collectively the “Warrantors”), jointly and severally, represent and warrant to the Purchasers that the statements contained in Schedule 5 attached hereto are true, correct and complete with respect to each Warrantor on and as of the Execution Date, with the same effect as if made on and as of the date of the Closing, except as set forth on the Disclosure Schedule attached hereto as Schedule 6 (the “Disclosure Schedule”), which exceptions shall be deemed to be representations and warranties as if made hereunder. The Disclosure

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Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in Schedule 5, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in Schedule 5 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

5.                                       REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

Each Purchaser, severally and not jointly, represents and warrants to the Company that the statements contained in Schedule 7 attached hereto are true, correct and complete with respect to such Purchaser on and as of the date of the Closing.

6.                                       UNDERTAKINGS.

6.1                                 Ordinary Course of Business.

From the Execution Date until the earlier of the Termination Date and the Closing, the Existing Shareholder shall cause each of the Group Companies to be conducted in the ordinary course of business and shall use its commercially reasonable efforts to maintain the present character and quality of the business, including without limitation, its present operations, physical facilities, working conditions, goodwill and relationships with lessors, licensors, suppliers, customers, employees and independent contractors.  Commencing with the execution and delivery of this Agreement and continuing until the earlier of the Termination Date and the Closing, no Group Company may take any of the actions specified in Section 7.2 of the Shareholders’ Agreement without satisfying the conditions as provided therein.

6.2                                 Exclusivity.

From the Execution Date until the earlier of the Termination Date and the Closing (the “Exclusivity Period”), the Group Companies agree not to (i) discuss the sale of any equity securities or any other instruments convertible into the equity securities of any Group Company with any third party, or (ii) to provide any information with respect to any Group Company to a third party in connection with a potential investment by such third party in any equity securities or any other instruments convertible into the equity securities of such Group Company, or (iii) to close any financing transaction of any equity securities or any other instruments convertible into the equity securities of any Group Company with any third party.

6.3                                 Share Incentive Plan.

The Parties acknowledge and agree that Schedule 9 sets forth a complete and correct list as of the Closing of restricted shares, share options, warrants, preemptive or antidilution rights or any other right to acquire, convert or exchange for securities of any Group Company, with or without consideration, granted by or on behalf of any Group Company to any of its current or former officers, directors, employees or consultants (the “Committed Options”).  The Committed Options have been granted under the share

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option plan of the Company approved by the shareholders of the parent company of the Company on 20 June 2008 with the number of shares of the Company reserved under such option plan not exceeding 96,000,000 (including all the shares which certain individual holders (or their respective designees, nominees or assignees) hold by exercising their respective options) (the “Share Plan”).

Each Purchaser will not take any action either in its capacity as a shareholder or director of the Company to alter the number of or terms of the Committed Options specifically set forth on Schedule 9, and will execute and deliver any and all documents reasonably requested by the Company to grant the Committed Options to the individuals set forth on Schedule 9, including without limitation any shareholder or Board action or consent, as long as such Committed Options are subject to the terms set forth in this Section 6.3 and on Schedule 9 and other customary provisions.

6.4                                 Filing of Restated Articles.

Within ten (10) calendar days following the Closing, the Restated Articles shall have been duly filed with the Registrar of Companies of the Cayman Islands.

6.5                                 Completion of Transfer Pricing Documentation.

The WFOE shall have completed and filed the relevant transfer pricing documentation with the competent PRC tax authority in accordance with the PRC Law for the transactions between the WFOE and the Domestic Companies (as applicable) within three (3) months following the Closing.

6.6                                 Governmental Licenses and Permits.

Tian Ying shall use its best efforts to obtain all necessary licenses and permits require under the applicable Law of the PRC as soon as practical after the Closing, including without limitation, the license for transmission of audio-video programs via internet （信息网络传播视听节目许可证, the “SARFT License”）, the permit for internet news service （互联网新闻信息服务许可证, the “Permit for Internet News Service”）, and the internet cultural operating license （互联网文化经营许可证, the “Cultural Operating License”）, the internet publication license （互联网出版许可证, the “Internet Publication License”, and together with the SARFT License and the Permit for Internet News Service, the “Licenses”）.

6.7                                 Control Documents.

Each of the Control Documents attached hereto as Exhibit B shall be executed and delivered as soon as practical after the Closing but in no event later than December 31, 2009.

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6.8                                 Non-Compete.

During the term of the Shareholder’s Agreement, the Existing Shareholder shall not and the Company shall cause the Existing Shareholder not to, either on their respective own account or in conjunction with or on behalf of any person, firm, company or organization, carry on or be engaged, concerned or interested directly or indirectly, in any territory where the Company or any of its Subsidiaries sells its products or carries on business, whether as principal, agent, shareholder, director, partner or otherwise in carrying on any business similar to or competing with the business of (i) value-added telecommunication services to mobile phone users and (ii) online media, video, advertisement services and related products and services, which are carried on or engaged in by the Company or any of its Subsidiaries as of the date of this Agreement.

6.9                                 Execution of New Employment Agreement.

Each current employee of the Domestic Companies or the WFOE shall enter into a new employment agreement with either the Domestic Company or the WFOE (where applicable) in the form and substance attached hereto as Exhibit J (the “New Employment Agreement”) upon the expiry of the existing employment agreement with such employee, provided that the parties to such existing employment agreement agree to the employment renewal. Each future employee of the Domestic Companies or the WFOE shall enter into the New Employment Agreement.

6.10                           Liquidation and Dissolution.

As soon as practicable following the Closing, and in any event within eighteen (18) months] following the Closing, the Existing Shareholder shall cause to have completed the process of liquidating and dissolving each of PHOENIXi Investment Limited, PHOENIXi INC and Guofeng On-line (Beijing) Information Technology Co., Ltd. (国凤在线（北京）信息技术有限公司), and shall provide documentary evidence of the foregoing acceptable to the Purchasers. The Existing Shareholder shall procure that any such liquidation and dissolution (i) shall not have any adverse effect to the operation of the Group Companies, and (ii) shall not cause any expenses to be borne by any Group Company.

6.11                           Application for Various Certificates.

Tian Ying shall cause its relevant branch companies in Tianjin and Guangzhou to obtain those certificates as provided in Section (1)(a)(v) of the Disclosure Schedule within thirty (30) days following the Closing.

▇▇ ▇▇▇▇ shall cause its relevant branch companies in Harbin, Lanzhou, Nanjing, Wuhan and Chengdu to obtain those certificates as provided in Section (1)(b)(iv) of the Disclosure Schedule within thirty (30) days following the Closing.

6.12                           Transfer of General Internet Addresses.

As soon as practical following the Closing, the Company shall procure that all the general internet addresses (通用网址) registered in the name of ▇▇▇▇ ▇▇▇▇ (陈明) in

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connection with the business operation of the Group Companies shall be duly transferred and registered in the name of Tian Ying, save for those to be transferred to Phoenix Satellite Television Company Limited or its designated nominees pursuant to Section 6.26.

6.13                           Proprietary Information and Inventions Assignment Agreements.

Within thirty (30) days following the Closing, each of the employees of the WFOE and the Domestic Companies shall have entered into a confidentiality and proprietary information agreement in the form and substance satisfactory and acceptable to the Purchasers that shall include provisions relating to non-disclosure, the assignment of inventions, non-solicitation and non-competition.

6.14                           Cease of Use of Pirated Software

As soon as practical after the Closing, each of the Group Companies shall use its best efforts to stop use of any pirated software by such Group Company and/or its employees.

6.15                           Implementation of the Option Exercising Plan.

As soon as practical after the Closing but in any event no later than 9 months after the Closing, the Company shall upon the consultation with all relevant parties work out a final plan acceptable to the Purchasers (the “Final Option Exercising Plan”) such that all the exercise of options after October 25, 2009 pursuant to the Share Plan shall be postponed to the consummation of the Qualified IPO and take all necessary actions to implement the Final Option Exercising Plan (including without limitation, amending the Share Plan (if necessary)).

6.16                           Settlement of Outstanding Related Party Transactions.

As soon as practical after the Closing, each Group Company and the Existing Shareholder shall have caused the related party transactions, including but not limited to (i) service fees of up to RMB 8 million payable by the WFOE to Phoenix Satellite Television Company Limited, (ii) service fees of up to RMB 5.5 million payable by the Domestic Company to Guofeng, and (iii) loan of up to RMB 2.08 million payable by Guofeng Online (Beijing) Information Technology Company Limited to Tian Ying, to be settled and discharged in a manner acceptable to the Purchasers.

6.17                           Director Agreement.

The Company shall procure that any new member of the Board of Directors shall enter into the Director Agreement immediately following the appointment and approval of such new member into the Board of Directors.

6.18                          Filing Information Update with MIIT.

As soon as practical after the Closing but in any event no later than 3 months after the Closing, the filling information of Tian Ying with the Ministry of Industry and

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Information Technology (“MIIT”) in connection with the operation of the website of Tian Ying shall be updated to reflect the change of the legal representative of Tian Ying from ▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇.

6.19                           MIIT Registration for Mobile Network Value-Added Telecommunication Services.

As soon as practical after the Closing but in any event no later than 12 months after the Closing, each of Tian Ying and ▇▇ ▇▇▇▇ shall complete all the relevant registrations (including ICP registration and telecom number registration) with relevant local counterparts of MIIT for their respective nation-wide mobile network value-added telecommunication services.

6.20                           Update of ICP License and Business License.

As soon as practical after the Closing but in any event no later than 4 months after the Closing, Tian Ying shall update its ICP License and business license to reflect the domain name of ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇.

6.21                           Annual Inspection of Tian ▇▇▇▇ ▇▇▇▇▇▇.

As soon as practical after the Closing but in any event no later than 6 months after the Closing, Tian Ying shall cause its branch companies in Xi’an to complete the annual inspections by the competent administration of industry and commerce.

6.22                           License Update by ▇▇ ▇▇▇▇.

As soon as practical after the Closing but in any event no later than 6 months after the Closing, the legal representative on Short Messaging Service Access Code Certificate (短消息类服务接入代码使用证书) of ▇▇ ▇▇▇▇ shall be updated to reflect the change of the legal representative of ▇▇ ▇▇▇▇ from ▇▇▇▇▇ ▇▇▇▇ (尚可娜) to HE Yansheng (贺燕胜).

6.23                           Registration of Office Lease.

As soon as practical after the Closing but in any event no later than 3 months after the Closing, the WFOE and the Domestic Companies shall have the office lease agreements entered into with China National Service Corporation for Chinese Personnel Working Abroad (中国出国人员服务总公司) filed with the competent district Beijing Municipal Construction Committee.

6.24                           Compliance with Circular 75.

As soon as practical after the Closing but in any event no later than 30 days after the Closing, the Company shall have submitted an application with the State Administration of Foreign Exchange of the PRC (“SAFE”) as required pursuant to Circular 75 issued by SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special

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Purpose Vehicles”, effective as of November 1, 2005 (“Circular 75”), or any successor rule or regulation under PRC law, in relation to the shareholding of all the individual shareholders in the Company.

6.25                           Tax Arrangement.

Within 120 days after the Closing, the Company shall make its best efforts to make a proper tax arrangement acceptable to the Purchasers for the Committed Options with respect to the Key Employees of the Company to reduce their respectively tax burden to the extent as much as possible and in compliance with applicable Laws.

6.26                           Transfer of Domain Name.

As soon as practical following the Closing, the Company shall procure that the domain names, general internet addresses and the wireless internet addresses as set forth in Schedule 10 shall be duly transferred and registered in the name of Phoenix Satellite Television Company Limited or its designated nominees.

7.                                       CURE OF BREACHES; INDEMNITY.

7.1                                 In the event of: (a) any breach or violation of, or inaccuracy or misrepresentation in, any representation or warranty made by the Warrantors contained herein or any of the other Transaction Documents or (b) any breach or violation of any covenant or agreement by any of the Warrantors contained herein or any of the other Transaction Documents (each of (a) or (b), a “Breach”), the Existing Shareholder shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchasers (it being understood that any cure shall be without recourse to cash or assets of any Group Companies).  Notwithstanding the foregoing, the Existing Shareholder shall also, jointly and severally, indemnify the Purchasers and their respective Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due to, directly or indirectly, any Breach. Provided, however, that the Existing Shareholder shall not in any event be liable under this Section 7.1 in respect of any early redemption of the Preferred Shares under the Transaction Documents, or any Breach or alleged Breach of any provision solely in connection with redemption of the Preferred Shares under the Transaction Documents.

7.2                                 Notwithstanding the foregoing, the Existing Shareholder shall, jointly and severally, indemnify and keep indemnified the Indemnitees at all times and hold them harmless against any and all Indemnifiable Losses resulting from, or arising out of, or due to, directly or indirectly, any claim for tax due that is settled by a Group Company, owed pursuant to an arbitral award or final judgment by a court of competent jurisdiction which has been made or may hereafter be made against any Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains

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earned, accrued or received by such Group Company on or before the Closing and any reasonable costs, fees or expenses incurred and other liabilities which such Group Company may properly incur in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax, any legal proceedings in which any Group Company claims for tax and in which an arbitration award or judgment is given for such Group Company and the enforcement of any such arbitration award or judgment whether or not such tax is chargeable against or attributable to any other person, provided, however, that the Existing Shareholder shall be under no liability in respect of taxation:

(a)                                 that is promptly cured without recourse to cash or other assets of any Group Company;

(b)                                to the extent that provision, reserve or allowance has been made for such tax in the audited consolidated financial statement of the Company;

(c)                                 if it has arisen in and relates to the ordinary course of business of the Group Companies;

(d)                                to the extent that the liability arises as a result only of a provision or reserve in respect of the liability made in the Financial Statement being insufficient by reason of any increase in rates of tax announced after the Closing with retrospective effect; and

(e)                                 to the extent that the liability arises as a result of legislation which comes into force after the Closing and which is retrospective in effect.

The survival period for any indemnity obligation relating to claims for tax matters arising under this Section 7.2 shall be the applicable statue of limitations for tax claims.

7.3                                 In the event that an Indemnitee suffers an Indemnifiable Loss as provided in Section 7.1 or 7.2 and the Existing Shareholder are either unwilling or unable to fulfill their obligations under Section 7.1 or 7.2 to indemnify the Indemnitees for the full amount of such Indemnifiable Loss within sixty (60) days of receipt of written notice thereof from the Purchasers, then the Company (or any other Warrantor selected by a majority in interest of the Indemnitees) shall indemnify the Indemnitees such that the Indemnitees shall receive the full amount of such Indemnifiable Loss. Any indemnification provided by the Warrantors other than the Existing Shareholder pursuant to this Section 7.3 shall not prejudice or otherwise affect the right of the Indemnitees to seek indemnification from the Existing Shareholder pursuant to Section 7.1 or 7.2; provided, however, that to the extent the Indemnitees are able to recover any Indemnifiable Loss from the Existing Shareholder, the Warrantors other than the Existing Shareholder shall not be obligated to indemnify the Indemnitees with respect to such amount.

7.4                                 If a Purchaser or other Indemnitee believes that it has a claim that may give rise to an obligation of any Warrantor pursuant to this Section 7, it shall give prompt notice thereof to the Warrantors and the other Purchasers stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim

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asserted. In the event of a third party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Warrantors pursuant to this Section 7, no settlement shall be deemed conclusive with respect to whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Existing Shareholder, which shall not be unreasonably withheld or delayed.  Any dispute related to this Section 7 shall be resolved pursuant to Section 8.15.

7.5                                 This Section 7 shall not be deemed to preclude or otherwise limit the Purchasers in any way the exercise of any other rights or pursuit of other remedies for any breach of this Agreement or any other Transaction Documents.

7.6                                 Notwithstanding any other provision contained herein, the Purchasers acknowledge and agree that absent fraud, gross negligence and/or willful misconduct by any of the Warrantors, the aggregate liability of the Warrantors under this Section 7 in respect of any Purchaser shall be limited to an amount equal to such Purchaser’s purchase price hereunder.

7.7                                 Notwithstanding any other provision contained herein, the Company shall not be liable in respect of a claim unless and until the amount recoverable from the Company in respect of that claim exceeds US$100,000, after which all claims starting from the first dollar shall be recoverable.

7.8                                 All indemnification obligations of the Warrantors under this Section 7 will terminate on the earlier of (i) four (4) years after the date of the Closing, and (ii) the completion of an initial public offering of the Ordinary Shares.

8.                                       MISCELLANEOUS.

8.1                                 Survival of Warranties.

Unless otherwise set forth in this Agreement, the representations and warranties of the Warrantors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company, until the earlier of (i) four (4) years after the Closing, and (ii) the closing of a Qualified IPO.

8.2                                 Confidentiality.

(a)                                  Disclosure of Terms.  The terms and conditions of this Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the “Transaction Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except as permitted in accordance with the provisions set forth below.

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(b)                                 Permitted Disclosures.  Notwithstanding the foregoing, the Company may disclose (i) the existence of the investment, and (ii) the Purchasers’ investment in the Company, solely to its bona fide prospective purchasers, employees, bankers, lenders, accountants, legal counsels and business partners, in each case only where such persons or entities are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 8.2; provided, that, the Company shall be able to disclose to a third party the fact that each Purchaser is an investor of the Company without the requirement for nondisclosure obligations.  Each Purchaser may disclose the existence of the investment and the Transaction Terms (i) to any Affiliate, partner, limited partner, former partner, potential partner or potential limited partner of the Purchaser or other third parties, and (ii) in any press conference, professional or trade publication, marketing materials or otherwise to the public, in each case as such Purchaser deems appropriate in its sole discretion after first consulting with the Company to avoid any inadvertent breaches of any applicable disclosure Laws and regulations of any jurisdiction, including without limitation the Hong Kong Stock Exchange fair disclosure regulations.  Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 8.2(c) below.  After any information is disclosed to the public by any Purchaser pursuant to this Section 8.2(b), any of the Company and the other Purchasers shall be entitled to disclose such information at its sole discretion; provided, that there shall be only one press release relating to the Purchasers’ investment in the Company.

(c)                                  Legally Compelled Disclosure.  In the event that any Party or its Affiliate is requested or becomes compelled (including without limitation, pursuant to any applicable tax, securities, or any applicable stock exchange listing rules (whether such listing rules have the force of law or not) or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or content of any of the Transaction Terms, such party (the “Disclosing Party”) shall provide the other parties with prompt written notice of that fact and shall consult with the other parties regarding such disclosure.  At the request of another party, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy.  In any event, the Disclosing Party shall furnish only that portion of the information that is required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.

(d)                                 Other Exceptions.  Notwithstanding any other provision of this Section 8.2, the confidentiality obligations of the parties shall not apply to: (i) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted party.

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(e)                                  Press Releases, Etc.  No announcements regarding a Purchaser’s investment in the Company may be made by any Party hereto in any press conference, professional or trade publication, marketing materials or otherwise to the public without the prior written consent of such Purchaser, provided, in the event that no Purchaser elects to issue a press release within thirty (30) days following the Closing pursuant to Section 8.2(b), then the Company shall have the right to issue a press release within sixty (60) days following the Closing disclosing that the Purchasers have invested in the Company provided that (i) the press release does not disclose the amount or terms of the investment; and (ii) the final form of the press release is approved in advance in writing by the Purchasers.  For the avoidance of doubt, notwithstanding anything to the contrary in this Section 8.2(e), in the event that any Party is requested or becomes compelled (including without limitation, pursuant to any applicable tax, securities, or any applicable stock exchange listing rules (whether such listing rules have the force of law or not) or other Laws and regulations of any jurisdiction) to make any announcements regarding a Purchaser’s investment in the Company in any press conference, professional or trade publication, marketing materials or otherwise to the public, the provision in Section 8.2(c) shall prevail.

(f)                                    Other Information.  The provisions of this Section 8.2 shall terminate and supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby, provided, that notwithstanding any other provisions in this Section 8.2, exchanges of information between the Company and Intel Capital Corporation (“Intel”) (including without limitation, any exchanges of information with any Intel board observer designated by Intel) shall be governed exclusively by the corporate non-disclosure agreement (No. 7440965) (the “Non-Disclosure Agreement”) dated May 27, 2009 and entered into by and between the Company and Intel Corporation as long as the Non-Disclosure Agreement is in effect.

8.3                                 Transfer; Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

8.4                                 Governing Law.

This Agreement shall be governed by and construed in accordance with the Law of Hong Kong as to matters within the scope hereof, without regard to its principles of conflicts of laws.

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8.5                                 Counterparts; Facsimile.

This Agreement may be executed and delivered by facsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.6                                 Titles and Subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.7                                 Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after delivery by an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their address as set forth on the signature pages, Schedule 1 or Schedule 2, as the case may be, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 8.7.

8.8                                 No Finder’s Fees.

Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.  Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible.  The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

8.9                                 Fees and Expenses.

(a)                                  The Company shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby.

(b)                                 The Company shall pay the legal costs and expenses incurred or to be incurred by the Purchasers, up to US$250,000 plus taxes and disbursements, including all

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reasonable costs and expenses in conducting due diligence investigations on the Group Companies and in preparing, negotiating and executing all documentation by the outside legal counsel of the Purchasers, which may be deducted at the Purchasers election at Closing from the cash consideration payable by the Purchasers.

(c)                                  In the event that the Closing does not proceed as a result of a termination by the Purchasers in accordance with Section 1.4(a), (c) or (d), the Company shall bear all the legal costs and expenses incurred by or on behalf of the Purchasers in the preparation of the agreements(s) and all other documents.

8.10                           Attorney’s Fees.

If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled, as directed by the relevant court or tribunal.

8.11                           Amendments and Waivers.

Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company, the holders of a majority of the aggregate Ordinary Shares then in issue, and each of the Purchasers.  Any amendment or waiver effected in accordance with this Section 8.11 shall be binding upon the Company, the Existing Shareholder, the Purchasers, and each transferee of the Preferred Shares or the Conversion Shares and each future holder of all such securities.

8.12                           Severability.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

8.13                           Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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8.14                           Entire Agreement.

This Agreement (including the Schedules and Exhibits hereto), the Restated Articles and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

8.15                           Dispute Resolution.

(a)                                  Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim.  Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation.  If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with notice to the other Parties.

(b)                                 The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”).  There shall be three arbitrators.  The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration.  Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list.  The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong.  If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.

(c)                                  The arbitration proceedings shall be conducted in English.  The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration.  However, if such rules are in conflict with the provisions of this Section 8.15, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.15 shall prevail.

(d)                                 The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law.

(e)                                  Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request.

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(f)                                    The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

(g)                                 Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

8.16                           No Commitment for Additional Financing.

The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein.  In addition, the Company acknowledges and agrees that (i) no oral statements made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement.  Each Purchaser shall have the right, in it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

8.17                           Rights Cumulative.

Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement.  The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.18                           No Waiver.

Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

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8.19                           No Presumption.

The Parties acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

8.20                           Exculpation Among Purchasers.

Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.  Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Preferred Shares.

8.21                           Third Party Beneficiaries.

Each of the Indemnitees shall be a third party beneficiary of this Agreement with the full ability to enforce Section 7 of this Agreement as if it were a Party hereto.

8.22                           Use of “Intel” Name or Logo.

Without the prior written consent of Intel, and whether or not Intel is then a shareholder of the Company, neither the Group Company nor any other Purchaser shall use, publish or reproduce the name “Intel” or any similar name, trademark or logo in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Preferred Share Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO PREFERRED SHARE PURCHASE AGREEMENT

SCHEDULE AND EXHIBITS

SCHEDULE 1

SCHEDULE OF PURCHASERS

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SCHEDULE 2

SCHEDULE OF EXISTING SHAREHOLDER

SCHEDULE 3

DEFINITIONS

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common Control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common Control with one or more general partners or managing members of, or shares the same management company with, such Person.

“Agreement” has the meaning ascribed to it in Preamble to this Agreement.

“Bertelsmann” means Bertelsmann Asia Investments AG, including its respective successors and permitted assigns.

“Breach” has the meaning set forth in Section 7.1.

“Board of Directors” means the Company’s Board of Directors.

“Budgets” has the meaning set forth in Section 2.2.

“Business Day” means any day, other than a Saturday, Sunday and public holidays in Hong Kong and Beijing on which the commercial banks in Hong Kong and Beijing are generally open for the conduct of regular banking business for the entire duration of normal banking hours.

“Circular 75” has the meaning ascribed to it in Section 2.10.

“Closing” has the meaning ascribed to it in Section 1.2(a).

“Closing Account” has the meaning ascribed to it in Section 1.1(b).

“Committed Options” has the meaning ascribed to it in Section 6.3.

“Company” has the meaning ascribed to it in the Preamble to this Agreement.

“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

“Company Law” means the Companies Law (2007 Revision) of the Cayman Islands, as amended.

“Confidential Information Agreements” has the meaning ascribed to it in Section 19 of Schedule 5.

“Contract” means a legally binding contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise or license.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person; the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Control Documents” means the following set of contracts in form and substance attached hereto as Exhibit B: the Loan Agreement, Exclusive Technical Consulting and Service Agreement, Equity Pledge Agreement, Call Option Agreement and Voting Trust Agreement to be entered into by the WFOE, either of the Domestic Companies and the relevant shareholders of the Domestic Companies (as applicable).

“Conversion Shares” means Ordinary Shares issuable upon conversion of any Series A Preferred Shares.

“Convertible Securities” means, with respect to any specified Person, securities convertible or exchangeable into any shares of any class of such specified Person, however described and whether voting or non-voting.

“Directors” means the members of the Board of Directors.

“Disclosing Party” has the meaning ascribed to it in Section 8.2(c).

“Disclosure Schedule” has the meaning ascribed to it in Section 4.

“Domestic Companies” has the meaning ascribed to it in Preamble to this Agreement.

“Domestic Company” has the meaning ascribed to it in Preamble to this Agreement.

“Key Employee” means each of the Persons listed in Schedule 4.

“Employee Benefit Plans” has the meaning ascribed to it in Section 16.7 of Schedule 5.

“Employment Agreement” has the meaning ascribed to it in Section 2.22.

“Exclusivity Period” has the meaning ascribed to it in Section 6.2.

“Execution Date” shall mean the date of this Agreement.

“Existing Shareholder” has the meaning ascribed to such term in Preamble hereof.

“Financial Statements” shall mean the consolidated balance sheet, income statement and statement of cash flows, prepared in accordance with IFRS or PRC GAAP, as required by the context, and applied on a consistent basis throughout the periods indicated. “Governmental Authority” means the government of any nation, province, state, city, locality or other political

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subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Group Companies” means the Company, the BVI Co, the WFOE, (and as from the date on which the Control Documents take effect, but not before) each of the Domestic Companies and any other direct or indirect Subsidiary of any Group Company, whether in existence now or in the future, collectively, and “Group Company” means any one of them.  Notwithstanding the foregoing, Group Companies shall not include PHOENIXi Investment Limited, PHOENIXi INC and Guofeng On-line (Beijing) Information Technology Co., Ltd.(国凤在线 (北京) 信息技术有限公司).

“GC Product or Service” has the meaning ascribed to it in Section 8.7 of Schedule 5.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“HKIAC” has the meaning ascribed to it in Section 8.15(b).

“Indemnifiable Loss” has the meaning set forth in Section 7.1.

“Indemnitee” has the meaning set forth in Section 7.1.

“Intel” means Intel Capital Corporation, including its respective successors and permitted assigns.

“Intellectual Property” means all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, processes, compositions of matter, formulas, designs, inventions, proprietary rights, know-how and any other confidential or proprietary information owned or otherwise used by the Group Companies.

“Knowledge” including the phrase “to the Warrantors’ knowledge” shall mean the knowledge of the Warrantors after reasonable investigation.

“Law” means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.

“Lien” means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Group Companies, taken as a whole.

“Material Agreements” has the meaning ascribed to such term in Section 10.1 of Schedule 5.

“Morningside” means Morningside China TMT Fund I, L.P., including its respective successors

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and permitted assigns.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

“Ordinary Share” has the meaning ascribed to in the Recitals to this Agreement, being an Ordinary Share of par value US$0.01 each in the share capital of the Company.

“Party” or “Parties” has the meaning set forth in the Preamble hereof.

“Permitted Liens” means (i) Liens for taxes not yet delinquent or the validity of which are being contested and (ii) Liens incurred in the ordinary course of business, which (x) do not in the aggregate materially detract from the value of the assets that are subject to such Liens and (y) were not incurred in connection with the borrowing of money.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“PRC” or “China” means the Peoples’ Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“Preferred Share” has the meaning ascribed to it in Section 1.1, being a convertible Series A Preferred Share of par value of US0.01 each in the share capital of the Company.

“Projections” has the meaning ascribed to such term in Section 24 of Schedule 5.

“Public Official” means an employee of a Governmental Authority, a member of a political party, a political candidate, an officer of a public international organization, or an officer or employee of a state-owned enterprise, including a PRC state-owned enterprise.

“Public Software” has the meaning ascribed to it in Section 8.7 of Schedule 5.

“Purchasers” has the meaning ascribed to such term in Preamble hereof.

“Related Party Transaction” means any transaction between any Group Company on the one hand, and the Existing Shareholder, or any Affiliate of the Existing Shareholder on the other hand, other than transactions arising in the ordinary course of an employer/employee relationship.

“Reserve” or “Reservation” has the meaning ascribed to such term in Section 4 of Schedule 5.

“Restated Articles” has the meaning ascribed to such term in Section 2.14.

“Restricted Securities” has the meaning ascribed to such term in Section 5 of Schedule 7.

“RMB” means the Renminbi, the lawful currency of the PRC.

“SAFE” has the meaning ascribed to it in Section 2.12.

“SEC” means Securities and Exchange Commission of the United States of America.

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“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or comparable Laws in jurisdictions other than the United States).

“Series A Director” has the meaning ascribed to such term in the Shareholders’ Agreement.

“Series A Preferred Shares” means the Preferred Shares.

“Shareholders’ Agreement” means the agreement proposed to be entered into among the Company, the Existing Shareholder, the Purchasers and certain other parties thereto, in the form of Exhibit A attached to this Agreement.

“Share Plan” has the meaning ascribed to such term in Section 6.3.

“Statement Date” has the meaning ascribed to it in Section 14 of Schedule 5 to this Agreement.

“Subsidiary” or “subsidiary” means, as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with the financial reporting standards adopted by the subject entity, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary.  For the avoidance of doubt, the Subsidiaries of the Company shall include the Group Companies.

“Transaction Documents” means this Agreement, the Shareholders’ Agreement, and any other agreements, instruments or documents entered into in connection with this Agreement.

“Transaction Terms” has the meaning ascribed to such term in Section 8.2(a).

“US$” means the United States dollar, the lawful currency of the United States of America.

“Warrantors” has the meaning ascribed to such term in Section 4.

“WFOE” has the meaning ascribed to it in Preamble to this Agreement.

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SCHEDULE 4

SCHEDULE OF KEY EMPLOYEES

刘爽 — WFOE, CEO

李亚 - WFOE, COO&CFO

王炜 - WFOE, Vice President

王育林 - WFOE, Vice President

吴征- Chief Editor

吴华鹏- WFOE, Vice President

邹明- WFOE, Vice President

陈明- WFOE, Vice President

刘昕 - WFOE, Vice President

SCHEDULE 5

REPRESENTATIONS AND WARRANTIES OF

THE WARRANTORS

1.                                       Organization, Good Standing, Corporate Power and Qualification.

Each Group Company is a corporation duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation and except as set forth in Section 1 of the Disclosure Schedule, has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.  Each Group Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.                                       Capitalization of the Company.

2.1                                 The authorized capital of the Company consists, immediately prior to the Closing, of:

(a)                                  870,000,000 Ordinary Shares, of which 322,345,437 shares are issued and outstanding, immediately prior to the Closing.  All of the outstanding Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable securities laws. The Company holds no treasury shares.

(b)                                 130,000,000 Preferred Shares, of which 130,000,000 shares have been designated Series A Preferred Shares, none of which are issued and outstanding immediately prior to the Closing.  The rights, privileges and preferences of the Preferred Shares are as stated in the Restated Articles and as provided by the Company Law.

2.2                                 The Company has adopted the Share Plan.  The authorized share capital of the Company is sufficient for the issue of Ordinary Shares which fall to be issued upon exercise of options granted (including the Committed Options) and which may be granted to eligible persons under the Share Plan.

2.3                                 Schedule 8 sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Ordinary Shares, including, with respect to restricted Ordinary Shares, vesting schedule and repurchase price; (ii) issued and granted stock options; (iii) stock options not yet issued but reserved for issuance, including vesting schedule and exercise price; (iv) each series of Preferred Shares; and (v) warrants or stock purchase rights, if any.  Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in the Shareholders’ Agreement, and (C) the securities and rights described in Section 2.2 of this Schedule 5, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share or Series A Preferred Share, or any securities convertible into or exchangeable for Ordinary Share or Series A Preferred Share.

2.4                                 The Company is the sole legal and beneficial owner of one hundred percent (100%) of the equity interest of the BVI Co.  The BVI Co is the sole legal and beneficial owner of one hundred percent (100%) of the equity interest of the WFOE.

2.5                                 Section 2.5 of the Disclosure Schedule list the legal and beneficial owners of the Ordinary Shares of the Company.

2.6                                 Qiao Haiyan and Gao Ximin own fifty one percent (51%) and forty nine percent (49%) of the outstanding equity of Tian Ying respectively.

2.7                                 He Yansheng and Liu Yinxia own sixty percent (60%) and forty percent (40%) of the outstanding equity of ▇▇ ▇▇▇▇ respectively.

3.                                       Subsidiaries.

Except as set forth in Section 3 of the Disclosure Schedule and the Control Documents, the Company and each Group Company do not currently own or control, directly or indirectly, any interest in any other company, corporation, partnership, trust, joint venture, association, or other business entity.  Except as set forth in Section 3 of the Disclosure Schedule, neither the Company nor any Group Company is a participant in any joint venture, partnership or similar arrangement.

4.                                       Authorization.

All corporate action required to be taken by each Group Company’s board of directors and shareholders in order to authorize each respective Group Company to enter into the Transaction Documents to which each such Group Company is a party, and to issue the Preferred Shares at the Closing and the Conversion Shares, has been taken or will be taken prior to the Closing.  All action on the part of the officers of each Group Company necessary for the execution and delivery of the Transaction Documents, the performance of all obligations of such Group Company under the Transaction Documents to be performed as of the Closing, and the issuance and delivery of the Series A Preferred Shares has been taken or will be taken prior to the Closing. The Transaction Documents, when executed and delivered by each Group Company, shall constitute valid and legally binding obligations of each Group Company, enforceable against each Group Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Shareholders’ Agreement and the Indemnification Agreement may be limited by applicable securities laws. The issuance of any Series A Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.  For the purpose only of this Agreement, “reserve,” “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A Preferred Shares of the Company shall mean that the Company shall, and the

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Board of Directors shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Restated Articles or otherwise.

5.                                       Valid Issuance of Shares.

5.1                                 The Preferred Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the this agreement, the Shareholders’ Agreement, applicable securities laws and liens or encumbrances created by or imposed by the Purchaser.  Subject in part to the accuracy of the representations of the Purchasers in Schedule 7 of this Agreement, the Preferred Shares will be issued in compliance with all applicable securities laws.  The Conversion Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Articles, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable securities laws and liens or encumbrances created by or imposed by a Purchaser.  The Conversion Shares will be issued in compliance with all applicable securities laws.

5.2                                 All presently outstanding Ordinary Shares of the Company were duly and validly issued, fully paid and non-assessable, and are free and clear of any liens and free of restrictions on transfer (except for any restrictions on transfer under applicable securities laws) and have been issued in compliance in all material respects with the requirements of all applicable securities laws and regulations.

6.                                       Governmental Consents and Filings.

No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Company is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, Shareholder’s Agreement or the offer, sale, issuance or reservation for issuance of the Series A Preferred Shares and the Ordinary Shares.

7.                                       Litigation.

Save as set out in the Section 7 of Disclosure Schedule,  there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Warrantors’ knowledge, currently threatened (i) against any Group Company or any officer, director or Employee of any Group Company that would either individually or in aggregate, reasonably be expected to have a Material Adverse Effect; or (ii) to the Warrantors’ knowledge, that questions the validity of the Transaction Documents or the right of any Group Company to enter into them, or to consummate the transactions contemplated by the Transaction Documents.  None of the Group Companies, and to the Warrantors’

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Knowledge, its officers or directors, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding or investigation by any Group Company pending or which any Group Company intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Warrantors’) involving the prior employment of any of the Group Company’s employees, their services provided in connection with Group Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

8.                                       Intellectual Property.

8.1                                 Each Group Company owns or possesses sufficient legal rights to (i) all trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes and (ii) to the Warrantors’ knowledge, all patents and patent rights, as are necessary to the conduct of such Group Company’s business as now conducted and as presently proposed to be conducted, without any known conflict with, or infringement of, the rights of others. Section 8.1 of the Disclosure Schedule contains a complete and accurate list of all Intellectual Property owned, licensed to or used by each Group Company, whether registered or not, and a complete and accurate list of all licenses granted by such Group Company to any third party with respect to any Intellectual Property.  To the Warrantors’ knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by any Group Company violates or will violate any license or infringe any intellectual property rights of any other party.

8.2                                 Except as set forth in Section 8.2.1 of the Disclosure Schedule, no Group Company has received any communications alleging that any Group Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity.  Except as set forth in Section 8.2.2 of the Disclosure Schedule, each Group Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with such Group Company’s business.  To the Warrantors’ knowledge, it will not be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by a Group Company.  To the Warrantors’ Knowledge, each Employee has assigned to the Group Companies all intellectual property rights he or she owns that are related to the Group Companies’ business as now conducted.  Section 8.2.2 of the Disclosure Schedule lists all patents, patent applications, registered trademarks, trademark applications, registered service marks, service ▇▇▇▇ applications, registered copyrights and domain names of each Group Company.

8.3                                 Except as set forth in the Exclusive Cooperation Agreement as provided in Section 2.11, other than with respect to commercially available software products under standard end-

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user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor is any Group Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity.

8.4                                 No proceedings or claims in which any Group Company alleges that any person is infringing upon, or otherwise violating, its Intellectual Property rights are pending, and none has been served, instituted or asserted by any Group Company.

8.5                                 To the Warrantors’ Knowledge, none of the employees of any Group Company is obligated under any Contract (including a Contract of employment), or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company Group, or that would conflict with the business of any Group Company as presently conducted.  To the Warrantors’ Knowledge, it will not be necessary to utilize in the course of the any Group Company’s business operations any inventions of any of the employees of any Group Company made prior to their employment by the such Group Company, except for inventions that have been validly and properly assigned or licensed to such Group Company as of the date hereof.

8.6                                 Each Group Company has taken reasonable security measures that in the judgment of such Person are commercially prudent in order to protect the secrecy, confidentiality, and value of its material Intellectual Property.

9.                                       Compliance with Other Instruments.

None of the Group Companies is in violation or default (i) of any provisions of its Memorandum of Association (if any), Articles of Association or any other applicable constitutional document, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, of any provision of statute, rule or regulation applicable to such Group Company, the violation of which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of any Group Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to any Group Company, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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10.                                 Agreements; Actions.

10.1                           Save for the agreements set out in Section 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of RMB400,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from the Existing Shareholder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights.  All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company in all material respects, and to the Warrantors’ Knowledge, by all the other parties thereto in all material respects.  There are to the Warrantors’ Knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement.

10.2                           Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of RMB400,000, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement.  For the purposes of Sections 10.1 and 10.2 of this Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

10.3                           Except as set forth in Section 10.3 of the Disclosure Schedule, no Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company.

10.4                           Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

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11.                                 Conflict of Interest.

11.1                           Other than (i) standard employee benefits generally made available to all employees, (ii) the Indemnification Agreement in favor of the Series A Director in the form attached hereto as Exhibit H, and (iii) the purchase of the Company’s share capital in accordance with applicable law, and the issuance of options to purchase the Company’s Ordinary Shares, in each instance, disclosed in Section 11.1 of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between any Group Company and any of its officers, directors, consultants or Employees, or any Affiliate thereof, respectively.

11.2                           No Group Company is indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses.  None of the Group Companies’ directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) are, directly or indirectly, indebted to any Group Company or, (ii) to the Warrantors’ knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which any Group Company has a business relationship, or any firm or corporation which competes with any Group Company except that directors, officers or employees or shareholders of the Company may own shares in (but not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that may compete with any Group Company.  To the Warrantors’ knowledge, none of the Group Companies’ employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with any Group Company. To the Warrantors’ knowledge, none of the directors or officers, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Group Companies’ five (5) largest business relationship partners, service providers, joint venture partners, licensees and competitors.

12.                                 Rights of Registration and Voting Rights.

Except as provided in the Shareholders’ Agreement, no Group Company is under any obligation to register under the Securities Act or any other applicable securities laws, any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities.  To the Warrantors’ knowledge, except as contemplated in the Shareholders’ Agreement, no shareholder of any Group Company has entered into any agreements with respect to the voting of shares in the capital of the Company. Except as contemplated by or disclosed in the Transaction Documents, the Existing Shareholder is not a party to or does not have any knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the shares or securities of any Group Company.

13.                                 Absence of Liens.

Except as provided in Section 13 of the Disclosure Schedule, the property and assets owned by the Group Companies are free and clear of all mortgages, deeds of trust, liens,

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loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Group Companies’ ownership or use of such property or assets.  With respect to the property and assets it leases, each Group Company is in compliance with such leases in all material respects and, to the Warrantors’ knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

14.                                 Financial Statements.

Each of the Domestic Companies has delivered to the Purchasers its audited Financial Statements as of December 31, 2008 and for the fiscal year ended December 31, 2008 (the “Statement Date”) and its unaudited Financial Statements as of June 30, 2009 and for the 6 month period ended June 30, 2009.  The Financial Statements fairly present in all material respects the financial condition and operating results of such Domestic Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, such Domestic Company has no material liabilities or obligations, contingent or otherwise, as of the Statement Date, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.  Each of the Domestic Companies maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

15.                                 Changes.

Since the Statement Date, except as set forth in Section 15 of the Disclosure Schedule or as contemplated by this Agreement or the Transaction Documents, there has not been:

(a)                                  any change in the assets, liabilities, financial condition or operating results of any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect on a Group Company;

(b)                                 any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect on a Group Company;

(c)                                  any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it;

(d)                                 any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by any Group Company, except in the ordinary course of business

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and the satisfaction or discharge of which would not have a Material Adverse Effect;

(e)                                  any material change to a material contract or agreement by which any Group Company or any of its assets is bound or subject;

(f)                                    any material change in any compensation arrangement or agreement with any Key Employee or director;

(g)                                 any resignation or termination of employment of any Key Employee of any Group Company;

(h)                                 any mortgage, pledge, transfer of a security interest in, or lien, created by any Group Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair such Company’s ownership or use of such property or assets;

(i)                                     any dividend, loans or guarantees made by any Group Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(j)                                     any declaration, setting aside or payment or other distribution in respect of any Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by any Group Company;

(k)                                  any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;

(l)                                     receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company;

(m)                               to the Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally,  that could reasonably be expected to result in a Material Adverse Effect; or

(n)                                 any arrangement or commitment by the Company to do any of the things described in this Section 15.

16.                                 Employee Matters.

16.1                           As of November 9, 2009, the Group Companies employ 511 full-time employees and 52 part-time employees and engages three (3) consultants or independent contractors.

16.2                           To the Warrantors’ knowledge, no employee of any Group Company is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative

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agency, that would materially interfere with such employee’s ability to promote the interest of the Group Companies or that would conflict with the Group Companies’ business.  Neither the execution or delivery of the Transaction Documents, nor the carrying on of the Company’s business by the employees of the Group Companies, nor the conduct of the business as now conducted and as presently proposed to be conducted, will, to the Warrantors’ knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

16.3                           No Group Company is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. Each Group Company has complied in all material respects with all applicable laws related to employment, including those related to wages, hours, worker classification, and collective bargaining, and the payment and withholding of taxes and other sums as required by law except where noncompliance with any applicable law would not result in a Material Adverse Effect. Each Group Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of such Group Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

16.4                           To the Warrantors’ knowledge, no Key Employee intends to terminate employment with any Group Company or is otherwise likely to become unavailable to continue as an employee, nor does any Group Company have a present intention to terminate the employment of any of the foregoing.  Except as set forth in Section 16.4 of the Disclosure Schedule or as required by law, upon termination of the employment of any such Key Employees, no severance or other payments will become due.  Except as set forth in Section 16.4 of the Disclosure Schedule, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

16.5                           The Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the Company’s board minutes and relevant offers of grant made pursuant to the Share Plan.

16.6                           Each former employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment, provided that the claimed amount (whether individually or in the aggregate) relating to any such claims by such former employee(s) exceeds US$100,000.

16.7                           Section 16.7 of the Disclosure Schedule sets forth each and every employee benefit plan maintained, established or sponsored by any Group Company, or in which any Group Company participates in or contributes to in any jurisdiction, including without

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limitation, the PRC (the “Employee Benefit Plans”).  Save as set out in Section 16.6 of the Disclosure Schedule, there is no other pension, retirement, profit-sharing, deferred compensation, bonus, incentive or other employee benefit program, arrangement, agreement or understanding to which any Group Company contributes, is bound, or under which any employees or former employees (or their beneficiaries) are eligible to participate or derive a benefit. Each Group Company has made all required contributions under all the Employee Benefit Plans including without limitation all contributions required to be made under the PRC social insurance and housing schemes, and has complied in all material respects with all applicable laws of any jurisdiction, in relation to the Employee Benefit Plans.

16.8                           No Group Company is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Warrantors’ knowledge, has sought to represent any of the employees, representatives or agents of any Group Company.  There is no strike or other labor dispute involving any Group Company pending, or to the Warrantors’ knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.

17.                                 Tax Matters.

17.1                           The provisions for taxes as shown on the balance sheet included in the Financial Statements are sufficient in all material respects for the payment of all accrued and unpaid applicable taxes of the Group Companies as of the date of each such balance sheet, whether or not assessed or disputed as of the date of each such balance sheet.  Except as set forth in Section 17 of the Disclosure Schedule, there have been no extraordinary examinations or audits of any tax returns or reports by any applicable Governmental Authority.  Except as set forth in Section 17 of the Disclosure Schedule, each Group Company has filed or caused to be filed on a timely basis all tax returns that are or were required to be filed (to the extent applicable), all such returns are correct and complete, and each Group Company has paid all taxes that have become due, or regarding the Domestic Companies, have reflected such taxes in accordance with PRC GAAP as a reserve for taxes on the Financial Statements, except where the failure to make such payment would not cause a Material Adverse Effect.  There are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

17.2                           To the Warrantors’ knowledge, no shareholder of any member of a Group Company, solely by virtue of its status as shareholder of such Group Company, have personal liability under local law for the debts and claims of such Group Company. There has been no communication from any tax authority relating to or affecting the tax classification of any member of the Company Group.

18.                                 Insurance.

Section 18 of the Disclosure Schedule provides a complete list of each Group Company’s insurance policies currently in effect. No Group Company has done or omitted to do or

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suffered anything to be done or not to be done other than any acts in the ordinary course of business which has or would render any policies of insurance taken out by it or by any other person in relation to any of such Group Company’s assets void or voidable or which would result in an increase in the rate of premiums on the said policies and there are no claims outstanding and no circumstances which would give rise to any claim under any of such policies of insurance.

19.                                 Confidential Information and Invention Assignment Agreements.

As of October 31, 2009, except 223 employees, whose names are listed in Section 19 of the Disclosure Schedule, each current employee, consultant and officer of the Company or any Group Company has executed an agreement with the Company of Group Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”).  No current employee has excluded works or inventions from his or her assignment of inventions pursuant to such employee’s Confidential Information Agreement.  The Company and any Group Company are not aware that any of their Key Employees is in violation thereof.

20.                                 Governmental and Other Permits.

Except as set forth in Section 20 of the Disclosure Schedule, each Group Company has all franchises, governmental permits, licenses and any similar authority necessary for the conduct of its business.  No Group Company is in default in any material respect under any of such franchises, governmental permits, licenses or other similar authority.

21.                                 Corporate Documents.

The memorandum of association, articles of association, and all other constitutional documents (or analogous constitutional documents) of each Group Company are in the form provided to the Purchasers.  The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and shareholders and all actions by written consent without a meeting by the directors and shareholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and shareholders with respect to all transactions referred to in such minutes.

22.                                 Liabilities.

Except as set forth in Section 22 of the Disclosure Schedule or arising under the instruments set forth in Section 10 of the Disclosure Schedule, the Company has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) liabilities set forth in the Financial Statements, (ii) trade or business liabilities incurred in the ordinary course of business, and (iii) other liabilities that do not exceed US$50,000 in the aggregate.

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23.                                 Compliance with Laws.

23.1                           Except as set forth in Section 20 and Section 23.1 of the Disclosure Schedule, each Group Company is in material compliance with all applicable Laws applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets or properties.

23.2                           Except as set forth in Section 23.2 of the Disclosure Schedule, no event has occurred and no circumstance exists that to the Warrantors’ knowledge (i) may constitute or result in a violation by any Group Company, or a failure on the part of any Group Company to comply with any Law, or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for such violations or failures by a Group Company that, individually or in the aggregate, would not result in any Material Adverse Effect.

23.3                           No Group Company has received any written notice from any Governmental Authority regarding (i) any actual, alleged or likely material violation of, or material failure to comply with, any Law, or (ii) any actual, alleged or likely material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

23.4                           To the Warrantors’ knowledge, none of the directors of any Group Company or the Key Employees has been (i) subject to voluntary or involuntary petition under any applicable bankruptcy Laws or any applicable insolvency Law or the appointment of a manager, receiver, fiscal agent or similar officer by a court for his or her business or property, or any partnership in which he or she was a general partner or any corporation or business association of which he or she was an executive officer; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any applicable securities, commodities, or unfair trade practices Law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

24.                                 Disclosure; Projections.

The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Preferred Shares, including certain of the Company’s financial projections (the “Projections”), each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

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25.                                 Use of Proceeds Plan and Budget.

The Company has delivered to the Purchasers on or before the Closing the Budgets in accordance with Section 2.2.  Such Business Plan was prepared in good faith based upon assumptions and projections which the Existing Shareholder believes are reasonable and not materially misleading.

26.                                 Related Party Transactions.

Except as set forth in Section 26 of the Disclosure Schedule, there are no Related Party Transactions.  No related party is indebted to the any Group Company, nor is such Group Company indebted (or committed to make loans or extend or guarantee credit) to any related party.  No related party has any direct or indirect ownership in any business entity with which any Group Company is affiliated or with which such Group Company has a business relationship, or any business entity that competes with such Group Company.

27.                                 Entire Business.

There are no material facilities, services, assets or properties shared with any entity other than the Group Company which are used in connection with the business of each of the Domestic Companies.

28.                                 Compliance with Export and Trade Laws.

Each Group Company is in full compliance with all applicable United States and foreign government laws and regulations concerning the exportation of any products, technology, technical data and services, including those administered by, without limitation, the United States Department of Commerce, the United States Department of State, and the United States Department of the Treasury.  Each Group Company is also in full compliance with United States and international economic and trade sanctions, including those administered by the Office of Foreign Assets Control (“OFAC”) within the United States Department of the Treasury.  Each Group Company is also in full compliance with the anti-boycott regulations administered by the United States Department of Commerce, the Foreign Corrupt Practices Act, and all laws and regulations administered by the Bureau of Customs and Border Protection in the United States Department of Homeland Security.

29.                                 No Restricted Persons.

No investor, shareholder, partner, officer, director or employee of any Group Company is identified on any of the following documents: (1) the Office of Foreign Assets Control of the United States Department of the Treasury list of “Specially Designated Nationals and Blocked Persons” (“SDNs”); (2) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List”, “Entity List” or “Unverified List”; (3) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; (4) the Financial Sanctions Unit of the Bank of England “Consolidated List”; (5) the Solicitor General of Canada’s “Anti-Terrorism Act Listed Entities”; (6) the Australian Department of Foreign Affairs and Trade “Charter of the United Nations

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(Anti-terrorism - Persons and Entities) List”; (7) the United Nations Security Council Counter-Terrorism Committee “Consolidated List”; or (8) European Union Commission Regulation No. 1996/2001 of October 11, 2001.  No Group Company is involved in business arrangements or otherwise engages in transactions with or involving countries subject to economic or trade sanctions imposed by the United States Government, or with or involving SDNs or Cuban nationals in violation of the regulations maintained by OFAC.

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SCHEDULE 6

DISCLOSURE SCHEDULE

DISCLOSURE SCHEDULE

November 9, 2009

This Disclosure Schedule is made and given pursuant to Section 4 of the Preferred Share Purchase Agreement dated as of November 9, 2009 (the “Purchase Agreement”) by and among PHOENIX NEW MEDIA LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”); the purchasers listed on Schedule 1 in the Purchase Agreement (each a “Purchaser” and together the “Purchasers”); the Persons listed on Schedule 2 in the Purchase Agreement (collectively, the “Existing Shareholder”); PHOENIX SATELLITE TELEVISION INFORMATION LIMITED, a company organized and existing under the Laws of the British Virgin Islands (the “BVI Co”); BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“Tian Ying”); ▇▇ ▇▇▇▇ LIAN HE (BEIJING) TECHNOLOGY CO., LTD., a domestic company duly incorporated and validly existing under the Laws of the PRC (“▇▇ ▇▇▇▇”); and FENGHUANG ON-LINE (BEIJING) INFORMATION TECHNOLOGY CO., LTD., a wholly owned foreign enterprise incorporated under the Laws of the PRC (the “WFOE”) whose equity is 100% owned by the BVI Co., and should be considered an integral part of the Purchase Agreement.

Unless the context otherwise requires, all capitalized terms that are used herein but not otherwise defined shall have the meanings attributed to them in the Purchase Agreement.

The section numbers in this Disclosure Schedule correspond to the section numbers on Schedule 5 of the Purchase Agreement; provided, however, that any information disclosed herein under any section number shall be deemed disclosed and incorporated into any other sections hereof only to the extent that it is reasonably manifestly apparent from a reading of the disclosure that such disclosure is applicable to such other sections, and a specific cross reference shall be included.

The headings contained in this Disclosure Schedule are included for convenience only and are not intended to limit the effect of the disclosures contained in this Disclosure Schedule or to expand the scope of the information required to be disclosed in this Disclosure Schedule.

Section 1

(a)                                  Tian Ying

(i)                                     Tian Ying hasn’t obtained (i) License for Transmission of Audio-Video Programs Via Internet （信息网络传播视听节目许可证）, (ii) Internet

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Culture Operating License （互联网文化经营许可证）, (iii) Permit for Internet News Service （互联网新闻信息服务许可证）, and (iv) License for Publication Via Internet （互联网出版许可证）.

(ii)                                  The legal representative on Short Messaging Service Access Code Certificate （短消息类服务接入代码使用证书） has not been changed from ▇▇▇ ▇▇▇▇▇▇▇ （刘庆华） to QIAO Haiyan （乔海燕）.

(iii)                               The status of filings with 31 provincial branches of Ministry of Industry and Information Technology of the People’s Republic of China (“MIIT”) by Tian Ying in relation to the ICP registration and telecom number registration has been set forth in Exhibit 1 Status of Registration with Local Branches of MIIT attached hereto.

(iv)                              The following branches of Tian Ying have not obtained the certificates set forth opposite each branch:

(v)                                 The business license of Xi’an Branch of Tian Ying is still under annual inspection for year 2008 by local administration for commerce and industry.

(b)                                 ▇▇ ▇▇▇▇

(i)                                     The legal representative on Short Messaging Service Access Code Certificate （短消息类服务接入代码使用证书） has not been changed from ▇▇▇▇▇ ▇▇▇▇ （尚可娜） to HE Yansheng （贺燕胜）.

(ii)                                  The status of filings with 31 provincial branches of MIIT by ▇▇ ▇▇▇▇ in relation to the ICP registration and telecom number registration has been set forth in Exhibit 1 Status of Registration with Local Branches of MIIT attached hereto.

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(iii) The following branches of ▇▇ ▇▇▇▇ have not obtained the certificates set forth opposite each branch:

Section 2.6

Please refer to Exhibit 2.6 Shareholders of the Company.

Section 3

A list of Group Companies and its Subsidiaries has been set forth in Exhibit 3 Group Companies and its Subsidiaries attached hereto.

Section 7

(a)                                  OPG Human Resources Limited (“OPG”) initiated a lawsuit to the High Court of the Hong Kong Special Administrative Region against Phoenix Satellite Television Holdings Limited (“Phoenix Holdings”) and the Company on May 7, 2009. OPG alleged that Phoenix Holdings and the Company infringe their copyright on certain articles and photos originally published on Oriental Daily News （东方日报）, the Sun （太阳报） and/or ▇▇.▇▇ by publishing the same on “▇▇▇▇▇.▇▇▇” without license or authority and claimed for, inter alia, an order for payment of damages and an injunction. OPG accepted the compensation in the amount of HK$180,180 made to the High Court by Phoenix Holdings, subject to the parties’ agreement on other terms of settlement. In addition, Phoenix Holdings and the Company will pay the legal costs incurred by OPG up till the date of the signing of the settlement agreement or the date when the court made an order to such effect, the exact amount of which is yet to be ascertained and to be taxed by the court if not agreed. The litigation fee occurred as of October 30, 2009 in the aggregate amount of HK$226,183.40 and the compensation in amount of HK$180,180 have reflected in the financial statement of the Company.

(b)                            Tian Ying is considering to initiate some lawsuits against several internet companies, including, 新浪, 土豆, 网易, 优酷, 56, OPENV, 爆米花, 讲座网, 白

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看网络电视 and 网络电视, in relation to the claim the infringement upon copyright of videos by such companies.

(c)                                  Tian Ying initiated a lawsuit to the People’s Court of Haidian District of Beijing (“Haidian Court”) against Ku6 (Beijing) Information Technology Co., Ltd. (“Ku6 Beijing”) claiming for the infringement of copyright of Tian Ying by Ku6 Beijing. A judgment was made by Haidian Court on December 20, 2008, which requires Ku6 Beijing to pay RMB90,000 for the economic loss of Tian Ying on account of such copyright infringement.

On the above case, the First Intermediate People’s Court of Beijing made a judgment of second instance which rejected the appeal raised by Ku6 Beijing’s appealing, and sustained the original judgment on August 7, 2009.

Section 8.1

(a)                                  A list of all Intellectual Property owned by each Group Company has been set forth in the Exhibit 8.1(a) List of Intellectual Property Owned by Each Group Company attached hereto.

(b)                                 Phoenix Satellite Television Co., Ltd. (“Phoenix Television”) has issued a Letter of Authorization on November 4, 2008, pursuant to which, Phoenix Television authorized Tian Ying to use all Phoenix Satellite’s trademarks on the internet and wireless business. All of the trademarks licensed to Tian Ying are set forth in the Exhibit 8.1(b) List of Intellectual Property Licensed to Each Group Company attached hereto.

(c)                                  Phoenix Television has issued a Statement on November 30, 2008, pursuant to which, Phoenix Television acknowledges that Tian Ying is entitled to use its domain name “▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇” and take the responsibility of internet business of the Phoenix Satellite, including the business of mobile internet, stream media, IPTV, mobile TV and other derivative business, and has the exclusive right to conduct the business of live internet video and the video on demand for Phoenix Satellite. The licensed programs are set forth in the Exhibit 8.1 (b) List of Intellectual Property Licensed to Each Group Company attached hereto.

(d)                                 The other license agreements in relation to the license granted by the Group Company or to the Group Company are listed in the Material Contracts. Please refer to Exhibit 10.1(a) List of Content License Agreements hereto.

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Section 8.2.1

None.

Section 8.2.2

Certain software programs in some of the Group Company’s computers used by some of its employees may be pirate copies. Please refer to Exhibit 8.2.2 List of the Software hereto.

Section 8.3

Certain content license agreements have been entered into with third parties by the Group Companies. Please refer to Section 10.1 (a).

Section 8.4

Please refer to Section 7(c).

Section 10.1

(a)                                  A list of the Content License Agreements is attached hereto as Exhibit 10.1(a) List of Content License Agreements.

(b)                                 A list of account payable and receivable Business Contract of Tian Ying and ▇▇ ▇▇▇▇ is attached hereto as Exhibit 10.1 (b) List of Business Contracts.

Section 10.2

None.

Section 10.3

None.

Section 10.4

None.

Section 11.1

(a)                                  Each of the Group Companies has respectively made to its employees standard employee benefits in compliance with the applicable Laws, including, without limitation, salaries, endowment insurance, medical insurance, unemployment insurance, maturity insurance, work injury insurance and housing fund.

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(b)                                 A list with regard to the purchase of the Company’s share capital in accordance with the issuance of options to purchase the Company’s Ordinary Shares is attached as Exhibit 11.1 List of Option Shares hereto.

Section 13

None.

Section 15

Since the Statement Date, ▇▇▇▇ ▇▇▇▇▇ （王成）, a former vice president, has resigned from the WFOE on March 18, 2009.

Section 16.4

None.

Section 16.6

None.

Section 16.7

Please refer to Section 11.1.

Section 18

None.

Section 19

As of October 31, 2009, 223 employees of WFOE, Tian Ying and ▇▇ ▇▇▇▇ have not executed the Confidential Information Agreements, a list of which has been set forth in Exhibit 19 List of Employees with No Confidential Information Agreement attached hereto.

Section 20

Please refer to Section 1.

Section 22

None.

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Section 23.1

(a)                                  The 20 individual shareholders of the Company as listed in the Exhibit 2.6 Shareholders of the Company hereto, who are all PRC residents, have not completed the registration with the Beijing Branch of the SAFE in accordance with the requirements of Circular 75.

(b)                                 WFOE, Tian Ying and ▇▇ ▇▇▇▇ have entered into a lease agreement with China National Service Corporation for Chinese Personnel Working Abroad（中国出国人员服务总公司） (“CNSC”) dated December 30, 2008 regarding the lease of the premises located at Floor 16, Fortune Tower, No. 4, East Huixin Street, Chaoyang District, Beijing. Such lease agreement has not been registered with the local real estate registration authorities.

(c)                                  There is no lease agreement entered into by Tian Ying and ▇▇ ▇▇▇▇ with regard to registered address of each of its branches.

Section 23.2

None.

Section 23.3

(a)                                  Beijing Administration for Commerce and Industry, Chaoyang Branch (“Chaoyang AIC”) issued a Notice on Rectification to the WFOE, Tian Ying, ▇▇ ▇▇▇▇ respectively on October 15, 2008, according to which Chaoyang AIC requested the WFOE, Tian Ying and ▇▇ ▇▇▇▇ conduct their respective business in their registered address.

(b)                                 Beijing Administration for Commerce and Industry, Daxing Branch (“Daxing AIC”) issued a Notice on Rectification on March 9, 2009, according to which Daxing AIC requested ▇▇ ▇▇▇▇ conduct its business in its registered address in Daxing District.

Pursuant to the Business License issued by Chaoyang AIC on May 11, 2009, ▇▇ ▇▇▇▇ has changed the registered address as “Floor 16, Fortune Tower, ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, the PRC”.

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Section 26

The Company has issued a written statement which states that there still exist three related party transactions, including but not limited to (i) service fees of up to RMB 8 million payable by the WFOE to the BVI Co, and (ii) service fees of up to RMB 5.5 million payable by Tian Ying to Guofeng Online (Beijing) Information Technology Company Limited (“Guofeng Online”), and (iii) loan of up to RMB 2.08 million payable by Guofeng Online to Tian Ying.

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Exhibit 1 Status of Registration with Local Branches of MIIT

A.            ICP Registration

B.            Telecom Number Registration

9

10

Exhibit 2.6 Shareholders of the Company

11

Exhibit 3 Group Companies and their Subsidiaries