Exhibit 10.6

English Translation

Exclusive Equity Interest Purchase Rights Agreement

Among

Beijing Sohu New Era Information Technology Co., Ltd.

And

Gang Fang, Yanfeng Lv

And

Beijing Yi He Jia Xun Information Technology Co., Ltd.

August 30, 2011

This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred
to as the “Agreement”) is entered into by and among the following parties on
August 30, 2011:

 

Party A: Beijing Sohu New Era Information Technology Co., Ltd., Registered
Address: Level 15, Sohu Internet Plaza, Zhongguancun East Road, Haidian
District, Beijing

 

Party B: Gang Fang, Address: Sohu Internet Plaza, Zhongguancun East Road,
Haidian District, Beijing

 

Party C: Yanfeng Lv, Address: Sohu Internet Plaza, Zhongguancun East Road,
Haidian District, Beijing

 

Party D: Beijing Yi He Jia Xun Information Technology Co., Ltd., Registered
Address: Room 801, Sohu Internet Plaza, Zhongguancun East Road, Haidian
District, Beijing

In this Agreement, Party A, Party B, Party C and Party D are referred to as the
“parties” collectively or “a party” individually.

Whereas:

 

1 Party A is a wholly foreign-invested limited liability company incorporated
and existing under laws of the People’s Republic of China

 

2 Party D is a domestic limited liability company incorporated and existing
under laws of the People’s Republic of China.

 

3 Party B and Party C are shareholders of Party D, each holding 50% of stock
equity of Party D.

 

4 Party B and Party C agree to grant an exclusive equity interest purchase
rights to Party A through this Agreement and Party A agrees to accept the said
exclusive equity interest purchase rights in order to purchase the full or a
part of equity of Party D held by Party B and Party C.



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Through friendly negotiation and on the principle of equality and mutual
benefit, the parties hereto therefore reach the following Agreement for
performance:

 

I. Exclusive Equity Interest Purchase Rights

 

  1. Grant of Right

Each of Party B and Party C hereby irrevocably grants an exclusive equity
interest purchase right to Party A, which, from the date of effectiveness of
this Agreement and as long as permitted by Chinese laws, empowers from time to
time the purchase of all or a part of the equity of Party D held by the
authorizing party (hereinafter referred to as the “Specific Authorizing Party”)
at the price of one RMB yuan (RMB¥1) or the lowest price allowed by Chinese laws
and regulations at the time of exercise of the right. Party D hereby agrees upon
the Specific Authorizing Party’s grant of the exclusive equity purchase right to
Party A.

The foregoing equity purchase right shall be granted to Party A immediately
after this Agreement is signed by the parties and takes effects and the right,
once granted, shall remain irrevocable or unchangeable within the term of
validity of this Agreement (including any extended term as per Paragraph 2 of
the present article).

 

  2. Term

This Agreement shall be signed by the parties and take effect as of the first
written date. This Agreement shall remain valid for ten years from the date of
effectiveness. Before expiration of the Agreement, if requested by Party A, the
parties shall extend the term of this Agreement as requested by Party A and
shall sign a new Exclusive Purchase Right Agreement or continue to perform this
Agreement as requested by Party A.

 

II. Exercise of Right and Delivery

 

  1. Timing of Exercise of Right

 

  (a) Party B and Party C agree that, as long as permitted by Chinese laws and
regulations, Party A may exercise the right hereunder either in entirety or
partly at any time after this Agreement is signed and takes effect.



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  (b) Party B and Party C agree that Party A may exercise the right without
being subject to any limit regarding the times of exercise, unless it has
purchased and held all equity of Party D.

 

  (c) Party B and Party C agree that Party A may appoint a third party to
represent it to exercise the right, provided that Party A shall give a written
notice to the Specific Authorizing Party before exercise of the right.

 

  2. Notice of Right Exercise

If Party A is to exercise the right, it shall give a written notice to the
Specific Authorizing Party ten working days in advance of the Delivery Date (as
defined hereinafter) and the notice shall contain the following terms and
conditions:

 

  (a) the date of effective delivery of the equity after exercise of the right
(hereinafter referred to as the “Delivery Date”);

 

  (b) the name of holder of the equity to be registered after exercise of the
right;

 

  (c) the number and percent of shares purchased from each Specific Authorizing
Party;

 

  (d) the exercise price and the terms of payment of the price;

 

  (e) Power of Attorney (in the event of exercise of the right by a third party
designated by Party A).

The parties hereto agree that Party A may appoint a third party from time to
time and exercise the right and register the equity in the name of the third
party.

 

  3. Transfer of Equity

On each exercise of the right by Party A, within ten working days from receipt
of the exercise notice given by Party A pursuant to Paragraph 2 of the present
article,

 

  (a) the Specific Authorizing Party shall cause Party D to hold a shareholders’
meeting in a timely manner and a resolution shall be passed at the meeting to
approve the authorizing party to transfer its equity to Party A and (or) the
third party designated by Party A.

 

  (b) The Specific Authorizing Party shall sign an equity transfer agreement
with Party A (or with the third party designated by Party A when applicable).

 

  (c) The Specific Authorizing Party shall execute all other requisite
contracts, agreements or documents, obtain all requisite governmental approvals
and consents and take all requisite actions to transfer the valid ownership of
the purchased equity, free of any security interest, to Party A and (or) the
third party designated by Party A, enable Party A or its designated third party
to become shareholder of the purchased equity and fulfill the registration
procedure with the administration of industry and commerce and deliver to Party
A or its designated third party the latest business license, articles of
association, approval certificate (if applicable) and other relevant documents
issued by or filed on the record of the Chinese authorities of competent
jurisdiction and such documents shall reflect the changes to the equity,
directors and legal representative of Party D.



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III. Representations and Warranties

 

  1. Each of Party B and Party C (hereinafter referred to as “Shareholder of
Party D” individually) separately makes and makes jointly with Party D, the
following representations and warranties:

 

  (a) All of the Shareholder of Party D and Party D have the full right and
authority to sign and perform this Agreement.

 

  (b) The performance of this Agreement and the obligations hereunder by the
Shareholder of Party D and by Party D does not violate the laws, regulations and
other agreements that are binding upon it and is not subject to any governmental
approval or authorization.

 

  (c) Neither the Shareholder of Party D nor Party D is involved in any
lawsuits, arbitration or other judicial or administrative proceedings that are
pending or may substantially affect the performance of this Agreement.

 

  (d) The Shareholder of Party D and Party D have disclosed to Party A all
circumstances that may negatively affect the performance of this Agreement.

 

  (e) The Shareholder of Party D and Party D have not been declared bankrupt and
both of them are in sound financial position.

 

  (f) The equity of Party D held by the Shareholder of Party D is free of any
pledges, guarantees, obligations and other third-party encumbrances and is not
subject to any third-party claims, except for any security interest accruing
under the Share Pledge Agreement executed by and among Party A, Party B and
Party C on December 2nd, 2013.

 

  (g) The Shareholder of Party D will not set any pledge, obligation and other
third-party encumbrance on the equity of Party D held by it and will not dispose
of the equity held by it to Party A or the third party designated by Party A by
means of assignment, donation, pledge or otherwise.

 

  (h) The right granted to Party A by the Shareholder of Party D is exclusive
and the Shareholder of Party D shall by no means grant the right or other
similar rights to persons other than Party A or the third party designated by
Party A.



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  2. Party D represents and warrants as follows:

 

  (a) Within the term of validity of this Agreement, the business conducted by
Party D is consistent with laws, statutes, regulations and other administrative
regulations and guides issued by the governmental authorities in charge and
there is no offense of any foregoing regulations that results in material
negative effect on the business or assets of the Company.

 

  (b) Party D will guarantee existence of the Company according to sound
financial and commercial standards and practice, prudently and effectively
operate its business and transact its matters, make all effort to ensure the
Company’s maintenance of the permits, licenses and approvals required during
operation of the Company and ensure that the permits, licenses and approvals,
among other things, will not be revoked, cancelled or invalidated.

 

  (c) Party D will furnish Party A with information and data about the operation
and finance of Party D as requested by Party A.

 

  (d) Party D shall not conduct the following acts before Party A (or its
designated third party) exercises the right and acquires all equity or interests
and rights in Party D unless with the written consent of Party A (or its
designated third party):

 

  (i) Sell, assign, mortgage or otherwise dispose of any asset, business or
revenue or allow the setting of any other security interest thereon (except for
those occurring during due course of business or day-to-day operations, or those
that have been disclosed to Party A and have gained the explicit prior written
consent of Party A).

 

  (ii) Conclude any transaction that will substantially and negatively affect
its assets, liabilities, operations, equity and other lawful rights (except for
those occurring during due course of business or day-to-day operations, or those
that have been disclosed to Party A and have gained the explicit prior written
consent of Party A).

 

  (iii) Distribute any form of dividends or bonuses to shareholders of Party D.

 

  (iv) Incur, inherit, guarantee or allow the existence of any indebtedness,
except for (i) those occurring during due course of business or day-to-day
operations other than in the form of loans; (ii) those that have been disclosed
to Party A and have gained the explicit prior written consent of Party A.

 

  (v) Pass resolutions at a shareholders’ meeting to increase or reduce the
registered capital of Party D or otherwise change the structure of the
registered capital.

 

  (vi) Make any form of additions, changes or amendments to the articles of
association of Party D or change the business scope of Party D.

 

  (vii) Change or dismiss any director or replace any senior executive of Party
D.



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  (viii) Change the regular business procedures of Party D or amend any major
internal rules and bylaws of the Company.

 

  (ix) Make major adjustments to the business operation model, marketing
strategies, business guidelines or customer relations of Party D.

 

  (x) Carry out any activity beyond the normal business scope of Party D or
operate the business of the Company in a manner that is inconsistent with the
past practice or is unusual.

 

  (xi) Merge or consolidate with any person, or acquire or invest in any person.

 

  3. Party B and Party C represent and warrant as follows:

 

  (a) each Specific Authorizing Party shall not jointly or individually conduct
the following acts before Party A (or the third party designated by it)
exercises the right and acquires all equity or assets of Party D unless with the
explicit written consent of Party A (or the third party designated by it):

 

  (i) make any form of additions, changes or amendments to the constitutional
documents of Party D and such additions, changes or amendments will have
material negative effect on the assets, liabilities, operation, equity and other
lawful rights of Party D (except for equal percent-based increase of capital for
the purpose of satisfying requirements of laws) or may prevent the effective
performance of this Agreement and other agreements signed by and among Party A,
Party B and Party C;

 

  (ii) cause Party D to conclude any transaction that will substantially and
negatively affect the assets, liabilities, operation, equity and other lawful
rights of Party D (except for those occurring during due course of business or
day-to-day operations or those that have been disclosed to and have obtained the
explicit prior written consent of Party A).

 

  (iii) cause the shareholders’ meeting of Party D to pass any resolution on
distribution of dividends or bonuses;

 

  (iv) sell, assign, mortgage or otherwise dispose of any lawful or beneficial
rights and interests in the equity of Party D at any time from the date of
effectiveness of this Agreement, or allow the setting or any other security
interest thereon;

 

  (v) cause the shareholders’ meeting of Party D to approve the sale,
assignment, mortgage or otherwise disposal of the lawful or beneficial rights
and interests in any equity or allow the setting of any other security interest
thereon;



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  (vi) cause the shareholders’ meeting of Party D to approve the merger or
consolidation of Party D with any person, or acquisition of or investment in any
person, or any other form of restructuring;

 

  (vii) Wind up, liquidate or dissolve Party D at its own discretion.

 

  (b) Before Party A (or the third party designated by it) exercises the right
and acquire all equity or assets of Party D, each of Party B and Party C
undertakes to:

 

  (i) immediately notify Party A in writing any lawsuit, arbitration or
administrative proceedings that may occur with regard to the equity owned by it,
or circumstances that may have any negative effect on the equity;

 

  (ii) cause the shareholders’ meeting of Party D to review and approve the
assignment of the Purchased Equity contemplated herein, cause Party D to amend
its articles of association in order to reflect the transfer of the equity from
Party B and Party C to Party A and (or) the third party designated by Party A as
well as other changes stated herein, immediately apply for approval from the
Chinese authority of competent jurisdiction (if such approval is required by
law), go through procedures for registration of the changes and cause Party D to
pass resolutions of shareholders’ meeting for approving appointments of the
persons nominated by Party A and (or) by the third party designated by Party A
as new directors and new legal representative;

 

  (iii) execute all necessary or appropriate documents, take all necessary or
appropriate actions, institute all necessary or appropriate accusations or make
all necessary and appropriate defense against all claims in order to maintain
its lawful and valid ownership to the equity;

 

  (iv) as requested by Party A from time to time, immediately and
unconditionally assign at any time the equity held by it to the third party
designated by Party A and waive its first refusal with regard to the other
existing shareholder’s assignment of the said equity; and

 

  (v) strictly abide by this Agreement and all provisions of other contracts
signed by and between the Specific Authorizing Parties and Party A either
jointly or separately, faithfully perform all obligations thereunder and not
conduct/ignore any act that is sufficient to affect the validity and
enforceability of such contracts.

 

  4. Undertakings

Each Specific Authorizing Party undertakes to Party A that it will fulfill all
requisite procedures as instructed by Party A to turn Party A and (or) the third
party designated by Party A into the shareholder of Party D. The procedures
shall include, without limitation to, assisting Party A in obtaining necessary
approvals from governmental authorities for the equity assignment, delivering
documents including the equity transfer agreement and resolutions of the
shareholders’ meeting to the governing administration of industry and commerce
in order to amend the articles of association, shareholders’ register and other
constitutional documents of the company and the costs and expenses associated
therewith shall be borne by Party A.



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  5. Each Specific Authorizing Party hereby represents and warrants to Party A
as follows as of the date of execution of this Agreement and as of each Delivery
Date:

 

  (a) it has the power and capability to sign and deliver this Agreement and any
equity transfer agreement to which it is a party that is executed hereunder for
each assignment of the Purchased Equity (each such agreement is referred to as a
“Transfer Agreement”) and to perform its obligations hereunder and thereunder.
Once executed, this Agreement and each Transfer Agreement to which it is a party
shall constitute a lawful and valid obligation that is binding and enforceable
upon it as per the terms thereof.

 

  (b) Neither its execution and delivery of this Agreement or any Transfer
Agreement nor its performance of the obligations hereunder and thereunder will:
(i) cause offense of any applicable Chinese laws and regulations, (ii) conflict
with its articles of association or other organizational documents, (iii) cause
a breach of any contract or document to which it is a party or which is binding
upon it, or constitute a default under any contract or document to which it is a
party or which is binding upon it, or (v) cause the termination or cancellation
of or the addition of any conditions on any permit or approval that has been
issued to it.

 

  (c) The Specific Authorizing Party possesses sound and sellable ownership to
the equity of Party D held by it. The Specific Authorizing Party has not set any
security interest on the said equity, except for any security interest accruing
under the aforesaid Share Pledge Agreement.

 

  (d) Party D does not have any outstanding debts except for (i) debts occurring
in its due course of business and (ii) debts that have been disclosed to and
have gained the explicit prior written consent of Party A.

 

  (e) Party D complies with all laws and regulations that are applicable to
equity and asset acquisitions.

 

  (f) There are no ongoing or pending or threatened lawsuits, arbitration or
administrative proceedings that involve the equity, the assets of Party D, or
Party D.

 

IV. Special Covenant

 

  1. Each of Party B and Party C undertakes that all equity of Party D held by
it shall remain bound by this Agreement regardless of any change of the percent
of its shareholding in Party D and that the terms of this Agreement shall apply
to all equity of Party D then held by it.



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V. Defaults

 

  1. Unless otherwise stated herein, any party hereto will be deemed as in
default of this Agreement if and to the extent that it fails to fully perform or
suspends the performance of its obligations hereunder and fails to correct the
act within thirty days upon receipt of the other parties’ notice, or if its
representations and warranties are untrue.

 

  2. If any party hereto breaches this Agreement or any of the representations
or warranties it has made herein, the other parties may give a written notice to
the defaulting party, requesting it to correct the default within ten days upon
receipt of the notice, take appropriate measures to effectively prevent
occurrence of detrimental consequences in a timely manner and continue to
perform this Agreement.

 

  3. If the defaulting party is unable to correct its default within ten days
after receiving the notice pursuant to the foregoing provision, the other
parties shall have the right to request the defaulting party to indemnify any
expenses, liabilities or losses incurred by the other parties as result of the
default (including but not limited to interest and attorney’s fee paid or lost
as result of the default).

 

VI. Taxes

Party A shall bear all taxes incurred by the parties hereto during performance
of this Agreement.

 

VII. Confidentiality

 

  1. The parties hereto agree to endeavor to take all reasonable measures to
keep in confidence the execution, terms and conditions as well as performance of
this Agreement and the confidential data and information of any party hereto
that the other parties may know or access during performance of this Agreement
(hereinafter referred to as “Confidential Information”) and shall not disclose,
make available or assign such Confidential Information to any third party
without the prior written consent of the party providing the information.

 

  2. The above restriction is not applicable to:

 

  (a) information that has already become generally available to the public at
the time of disclosure;

 

  (b) information that, after the time of disclosure, has become generally
available to the public not because of the fault of any party hereto;



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  (c) information that any party hereto can prove that it has already possessed
before the time of disclosure and that has not been directly or indirectly
acquired from the other parties; and

 

  (d) the foregoing Confidential Information that a party hereto is obliged to
disclose to relevant governmental authorities or stock exchanges, among others,
as required by law, or that a party hereto discloses to its direct legal
counsels and financial advisors as needed during its due course of business.

 

  3. The parties hereto agree that this clause will continue to remain valid and
effective regardless of any alteration, cancellation or termination of this
Agreement

 

VIII. Effectiveness

This Agreement shall take effect as of the first written date of execution after
being stamped by Party A and Party D and signed by Party B and Party C.

 

IX. Governing Law and Settlement of Disputes

 

  1. Governing Law

The execution, effectiveness, performance, construction and interpretation of
and the settlement of disputes over this Agreement shall be governed by Chinese
laws.

 

  2. Arbitration

When any dispute occurs among the parties with regard to the interpretation and
performance of any clauses herein, the parties shall seek settlement of the
dispute through good-faith negotiation. If the parties cannot reach any
agreement on settlement of the dispute within thirty (30) days after any party
hereto sends to the other parties the written notice requesting resolution
through negotiation, any of them may refer the dispute to China International
Economic and Trade Arbitration Commission for determination according to the
arbitration rules of the said Commission as then prevailing. Arbitration shall
occur in Beijing and the language of arbitration shall be Chinese. The
arbitration ruling shall be final and binding upon each of the parties. This
clause shall survive regardless of termination or cancellation of this Agreement



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X. Force Majeure

 

  1. Force majeure shall refer to all events that are uncontrollable and
unforeseeable by a party hereto or that are inevitable even if foreseeable and
prevent that party from performing or from fully performing the obligations
hereunder. Such events include, without limitation to, any strikes, factory
closedowns, explosions, marine perils, natural disasters or acts of public
enemy, fire, floods, destructive activities, accidents, wars, riots, rebellions
and any other similar events.

 

  2. If a force majeure event occurs and prevents the affected party from
performing any obligation hereunder, the obligation so prevented shall be
suspended throughout the duration of the force majeure event and the date of
performance of the obligation shall be automatically extended to the date of
completion of the force majeure event and the party so prevented from performing
the obligation shall not be subject to any punishment.

 

  3. The Party encountering a force majeure event shall immediately give a
written notice to the other parties and deliver appropriate proof of the
occurrence and duration of the force majeure event. The Party encountering a
force majeure event shall also make any and all reasonable efforts to terminate
the force majeure event.

 

  4. Once a force majeure event occurs, the parties hereto shall immediately
negotiate to find an equitable solution and shall also make any and all
reasonable efforts to minimize the consequences of the force majeure event.

 

  5. If a force majeure event lasts for over ninety (90) days and the parties
cannot reach any agreement on an equitable solution, any party hereto shall then
have the right to terminate this Agreement. Upon termination of the Agreement as
per the foregoing provision, no further rights or obligations will accrue to any
of the parties hereto, provided that the rights and obligations of each party
that already accrue as of the date of termination of this Agreement shall not be
affected by the termination.

 

XI. Miscellaneous

 

  1. Amendments to Agreement

The parties hereby acknowledge that this Agreement is a fair and reasonable
agreement reached by and among them on the basis of equality and mutual benefit.
In the event of any inconsistence, this Agreement shall prevail over all
discussions, negotiations and written covenants reached by and among the parties
with regard to the subject matter hereof before execution of this Agreement. Any
and all amendments, additions or changes to this Agreement shall be made in
writing and shall take effect after being stamped by Party A and Party D and
signed by Party B and Party C.



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  2. Notices

Notices or other correspondence that any party hereto shall give as required by
this Agreement shall be made in writing and in Chinese and delivered by person
(including express mail service) or by registered airmail. All notices and
correspondence shall be sent to the following addresses unless any otherwise
address has been informed by written notification:

 

Party A:    Beijing Sohu New Era Information Technology Co., Ltd. Address:   
Level 15, Sohu Internet Plaza, Zhongguancun East Road, Haidian District,
Beijing, 100084 Party B:    Gang Fang Address    Sohu Internet Plaza,
Zhongguancun East Road, Haidian District, Beijing, 100084 Party C:    Yanfeng Lv
Address    Sohu Internet Plaza, Zhongguancun East Road, Haidian District,
Beijing, 100084 Party D:    Beijing Yi He Jia Xun Information Technology Co.,
Ltd. Address:    Room 801, Sohu Internet Plaza, Zhongguancun East Road, Haidian
District, Beijing, 100084

 

  3. Service of Notices

Notices and correspondence shall be deemed as given as per the following terms:

 

  (a) If delivered by person (including by express mail service): on the date of
sign-in by the receiving party;

 

  (b) If delivered by registered mail: on the 3rd day from the date of receipt
issued by the post office.

 

  4. Severity of Agreement

Without affecting other terms and conditions of this Agreement, if any provision
or part of this Agreement is held invalid, unlawful or unenforceable according
to Chinese laws or is against public interest, the effectiveness, validity and
enforceability of the terms and conditions in all other parts of the Agreement
shall not be affected and impaired in any way. The parties shall negotiate in
good faith to discuss and determine a clause to the satisfaction of both parties
in order to replace the invalid provision

 

  5. Successors and Assignees

This Agreement shall be equally binding upon each party’s lawful successors and
assignees.

 

  6. Waivers

The failure or delay of any party hereto in exercising any of its rights
hereunder shall not be regarded as its waiver of the right and single exercise
of any right shall not prevent future exercise of any other right.



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  7. Language and Counterparts

This Agreement is executed in Chinese in FOUR identical copies, of which each
party respectively keeps ONE and all enjoy equal legal effectiveness.

(There is no text hereinafter. Followed is the signing page)



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(This page contains no text and is the signing page.)

 

Party A: Beijing Sohu New Era Information Technology Co., Ltd. (Seal) Party B:
Gang Fang (Signature) Party C: Yanfeng Lv (Signature) Party D: Beijing Yi He Jia
Xun Information Technology Co., Ltd. (Seal)
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