[PROSPECTUS (SUBJECT TO COMPLETION) DATED March 17, 2009 7,500,000 American Depositary Shares CHANGYOU.COM LIMITED Representing 15,000,000 Class A Ordinary Shares This is the initial public offering of Changyou.com Limited, or Changyou. We are offering 3,750,000 American depositary shares, or ADSs, and the selling shareholder identified in this prospectus is offering 3,750,000 ADSs. Each ADS represents two Class A ordinary shares,] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHANGYOU.COM LIMITED (Adopted by a special resolution passed on March 16, 2009) 1. The name of the Company is Changyou.com Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O.] [DRAFT ONLY Scotia Centre P.O. Box 884 Grand Cayman KY1-1103 CAYMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky E-mail: campbells@campbells.com.ky Your Ref: Our Ref: Direct Email: SC/vc/ scourtney@campbells.com.ky — [ BY DHL Changyou.com Limited c/o Offshore Incorporations Limited P.O. Box 2804 GT Fourth Floor Scotia Centre George Town Grand Cayman Cayman Islands Dear Sirs Company Registration Statement — Selling] [DRAFT FORM OF OPINION OF GOULSTON & STORRS, P.C. REGARDING CERTAIN U.S. TAX MATTERS [Goulston & Storrs, P.C. Letterhead] Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Re: Class A Ordinary Shares of Changyou.com Limited represented by American Depositary Shares Ladies and Gentlemen: Our opinion set forth herein is] [2008 SHARE INCENTIVE PLAN CHANGYOU.COM LIMITED 2008 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of] [FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of the Company; and WHEREAS, the Company] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of March Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) The Employee hereby agrees to devote his full time and best] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and the equity shares] [SHARE SUBSCRIPTION AGREEMENT Share Subscription Agreement This Share Subscription Agreement (this “Agreement”) is made as of January 15, 2009 among: (1) CHANGYOU.COM LIMITED (2) PROMINENCE INVESTMENTS LTD (3) SOHU.COM INC. solely for purposes of Section 3.4.1, Section 3.7.3, Section 4 and Section 6, (4) SOHU.COM (GAME) LIMITED solely for purposes of Section 3.4.1, WHEREAS: (A) In 2004, Beijing Fire Fox] [CHANGYOU.COM LIMITED FORM OF RESTRICTED SHARE UNIT AGREEMENT (CLASS B ORDINARY SHARES) This Restricted Share Unit Agreement (this “Agreement”) is made as of March , 2009 by and between Changyou.com Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ] (the “Executive”). All capitalized terms used herein, to the extent not defined herein, shall] [FORM OF RESTRICTED SHARE UNIT AGREEMENT Changyou.com Limited Form of Restricted Share Unit Agreement (Class B Ordinary Shares) This Restricted Share Unit Agreement Changyou.com Limited All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Company’s 2008 Share Incentive Plan (the “Plan”). 1. Award and Vesting of Restricted Share Units (a) Subject] [FORM OF LOAN AGREEMENTS FORM OF LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ; and ID number of . (In this] [FORM OF EQUITY INTEREST PURCHASE RIGHTS AGREEMENT FORM OF EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ;] [FORM OF EQUITY INTEREST PLEDGE AGREEMENT This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of August 20, 2008 by the following parties: Pledgor: , with the address of ; and ID number of . Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd.,] [Form of Power of Attorney I, , citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”) holding 60% equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney: I hereby appoint to] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of August 20, 2008: Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Tao WANG Party D: Yaobin WANG] [Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) and Beijing AmazGame Age Internet Technology Co., Ltd. (as Service Provider) Service and Maintenance Agreement Date as of December 1, 2007 TABLE OF CONTENTS 1. Definition 1 2. Exclusive Commission 2 3. Scope of Integrated Service 2 4. Authorization 3 5. Payment and Settlement of Integrated Service Fee 3 6.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC Technology Support and Utilization Service Agreement This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of August 20, 2008: (1) Beijing Gamease Age Digital Technology Co., Ltd., with registered address of Room 1197,] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT between SOHU.COM INC. and CHANGYOU.COM LIMITED January 1, 2009 TABLE OF CONTENTS ARTICLE I DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING 5 1.1 Documents to be delivered by Sohu 5 1.2 Documents to be delivered by Changyou, AmazGame and Gamease 5 ARTICLE II THE IPO AND ACTIONS PENDING THE IPO 5] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT This Non-Competition Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to] [MARKETING SERVICES AGREEMENT This Marketing Services Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (together with its subsidiaries and variable interest entities, “Sohu”), and Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and variable interest entity, “Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 3 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 4 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Service Transfer Agreement Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Whereas: 1. Party A and Beijing Fire Fox Digital Technology Co., Ltd. entered into a Tian Long Ba Bu (“TLBB”) Online Game Testing Operation Cooperation Agreement (No. 07-GNL-0647) (“Operation Agreement”) from May 1, 2007 to November 30, 2007] [Technology Transfer Agreement Project: Copyright Transfer of Tian Long Ba Bu Online Game Software v1.0 Transferee (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Transferor (Party B): Beijing Fire Fox Digital Technology Co., Ltd. Place of Signing: Haidian District, Beijing Date of Signing: November 10, 2007 Effective Term: from November 10, 2007 to December 31, 2007 Contract Law of] [Trademark Assignment Agreement Transferor: Beijing Fire Fox Digital Technology Co., Ltd. (Party A) Transferee: Beijing Gamease Age Digital Technology Co., Ltd. (Party B) Trademark Law of the People’s Republic of China Implementation Rules of the Trademark Law According to Article 39 of the I. Name of the Transferred Trademarks: “ II. Trademark Pattern: (Please refer to the Appendix: Trademark Pattern)] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND FPT Telecom FOR “Tian Long Ba Bu” March 30, 2007 Confidential Treatment Requested. Confidential portions of this document have been redacted] [SUPPLEMENT TO GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND Beijing Gamease Age Digital Technology Co., Ltd AND FPT Telecom FOR “Tian Long Ba Bu” Supplementary Agreement This st Game License Agreement Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. Former Licensor Beijing] [OPERATION AGREEMENT OPERATION AGREEMENT Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. After friendly negotiation, Party A and Party B have reached this Agreement regarding Party B’s operation of Party A’s on-line games (acting as Party A’s agent), including “Blade and Sword Online” which was developed in 2003 and its upgraded] [TRADEMARK LICENCE CONTRACT Trademark Licence Contract Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party A and Party B, following the principles of voluntariness and good faith and upon the mutual agreement through consultations, enter into this Trademark Licence Contract. Article 1 computer programming, computer software design, software (updating of computer] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of December 3, 2007 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game of Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version (Taiwan Region) Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): (Taiwan) Soft-World International Corp. Place of Signing: Beijing Confidential Treatment Requested. Confidential] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): Zhi Ao Online Game Group Company Limited Place: Beijing Confidential Treatment Requested. Confidential portions of] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of July 21, 2008 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Duke of Mount Deer Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [LEASE CONTRACT BETWEEN BEIJING JINGYAN HOTEL CO., LTD. AND BEIJING AMAZGAME AGE INTERNET TECHNOLOGY CO., LTD. Contract No.: 07-ES-0579 Table of Contents Article 1 Rent and Other Expenses 6 1.1 Leased Area 6 1.2 Lease Term, Rent and Deposit 6 1.2.1 Lease Term and Rent Free Period 6 1.2.2 Rent and Deposit 7 1.2.3 Deliver for Fit-Out 7] [• Changyou.com HK Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated February 13, 2009, except Notes 1c(iii) and 18b. and c. to which the date is March 17, 2009, relating to the financial statements of Changyou.com Limited, which appears in such Registration Statement. We also consent to] [American Appraisal China Limited 1506 Dah Sing Financial Centre 108 Gloucester Road/Wanchai/Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing The Board of Directors Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to] [IDC Letterhead IDC Asia/Pacific 80 Anson Road, #38-00 Fuji Xerox Towers Singapore 079907 www.idc.com.sg Merrill Lynch Global Markets and Investment Banking 17/F Citibank Tower, 3 Garden Road, Central Hong Kong For Client: Changeyou.com Limited East Tower, Jing Yan Hotel No. 29 Shijingshan Road, Shijingshan District Beijing 10043, P.R. China Tony Tan Approving Analyst: Disclosure Form IDC grants Changyou.com Limited permission] [CHANGYOU.COM LIMITED CODE OF ETHICS AND CONDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEESS It is the policy of Changyou.com Limited, a Cayman Islands company, that the directors, officers, and employees of Changyou.com Limited and each of its subsidiaries and variable interest entities (collectively, the “Company”) adhere to the following principles governing their professional and ethical conduct in the fulfillment of their] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn March 17, 2009 Changyou.Com Limited East Tower, Jing Yan Building, No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Dear Sirs: PRC We are qualified lawyers]