[(Title of each class) (Name of each exchange on which registered) American Depositary Shares, each representing two Class A ordinary shares, par value US$0.01 per share The NASDAQ Global Select Market None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Transfer Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. Changyou.com Limited Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Liqing Zeng Yuan Wang Tao Liu Jie Zhang Ben, Meng Shuqi Suzhou Green Pine Growth Partnership] [Execution Version MASTER TRANSACTION AGREEMENT By and among SOHU.COM INC., SOHU.COM LIMITED, BEIJING SOHU INTERNET INFORMATION SERVICE CO., LTD. BEIJING SOHU NEW ERA INFORMATION TECHNOLOGY CO., LTD., AND BEIJING SOHU NEW MEDIA INFORMATION TECHNOLOGY CO., LTD. And CHANGYOU.COM LIMITED, CHANGYOU.COM HK LIMITED, BEIJING CHANGYOU GAMESPACE SOFTWARE TECHNOLOGY CO., LTD., AND BEIJING GUANYOU GAMESPACE DIGITAL TECHNOLOGY CO., LTD. NOVEMBER 29, 2011] [AMENDED AND RESTATED NON-COMPETITION AGREEMENT This Amended and Restated Non-Competition Agreement is dated as of November 29, 2011, 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] [SERVICES AGREEMENT This Services Agreement (this “Agreement”) is dated November 29, 2011 and effective as of January 1, 2012 by and between (i) Beijing Changyou Gamespace Software Technology Co., Ltd. (“Gamespace”), a company organized and existing under the laws of the PRC with its registered address at Room 158, Building 1, No. 3 Xijing Road, Badachu Hi -technology Park, Shijingshan] [Online Link and Advertising Agreement Agreement Changyou This Online Link and Advertising Agreement (“this th Sohu floor, Building 1, No 18 yard, Shijingshanlu Yi Shijingshan District, Beijing, P. R. China, and Beijing Sohu New Media Information Technology Co., Ltd (“ Through amicable negotiation, Sohu agrees to provide Changyou with the right and access to certain online links, channels, and space] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of January 1, 2012, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and 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] [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 for other good] [BF-2010-0116 Contract No: Beijing Commercial Property Advance Sale Contract (Non-residential Commercial and Office Property) Beijing Raycom Jingyuan Real Estate Development Co., Ltd. Seller: Beijing AmazGame Age Internet Technology Co., Ltd. Buyer: Jing-Fang-Shou-Zheng (2011) No. 284 Advance Sale Permit No: Raycom Creativity Center 207, Flr 2, Commercial and Financial Project in Bajiao Area, Shijingshan, Land No. 1, 2 and 3 for] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Information Technology (Shanghai) Co., Ltd, incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Tao Wang Chief Executive Officer 4 EX-13.1 13 d297639dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Alex Ho Chief Financial Officer 5 EX-13.2 14 d297639dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 28, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian CPAs Limited] [Letterhead of Haiwen & Partners February 28, 2012 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: Company Yours faithfully, Haiwen & Partners 7 EX-15.2 16 d297639dex152.htm CONSENT OF HAIWEN & PARTNERS]