[FORM F-1 REGISTRATION STATEMENT Qihoo 360 Technology Co. Ltd. Cayman Islands 7371 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Block 1, Area D, Huitong Times Plaza Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: st David T. Zhang, Esq. Leiming Chen, Esq. Approximate] [THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED 1 Qihoo The name] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY CO. LTD. 奇虎 360 科技有限公司 (adopted by a Special Resolution on March 14 , 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by] [Name of Company: QIHOO 360 TECHNOLOGY CO. LTD. Number: QIHOO 360 TECHNOLOGY CO. LTD. Number Class A Ordinary Share( s) - [no. of shares] - Class A Share( s) : - [no. of shares] -] [Our ref VZL\616655\4257579v2 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Qihoo 360 Technology Co. Ltd. No. 71 JianGuo Road, Chao Yang District Beijing 100025 People’s Republic of China 14 March 2011 Dear Sirs Qihoo 360 Technology Co. Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Qihoo 360 Technology Co. Ltd. (the “ 1] [355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai] [通 商 律 師 事 務 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Te l : (8610) 65 693399 Fax: (8610) 65 693838 , 65 693836 , 65 693837 , 65 693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn March 14 , 2011 Qihoo 360 Technology Co. Ltd. Block 1,] [RULES OF THE 2006 EMPLOYEE SHARE OPTION SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules: “Adoption Date” means 25 January 2006; “Allotment Date” “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Board” means the board of directors of the Company as from time to time constituted; “CEO”] [QIHOO TECHNOLOGY COMPANY LIMITED RULES OF THE EMPLOYEE SHARE VESTING SCHEME (2006) 1. INTERPRETATION 1.1 In these Rules: “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Cessation Date” means the date on which a notice is given by or to a Grantee to terminate his employment with the] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and upon the terms] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ 360 Technology Co. Ltd. Company Indemnitee , a Cayman Islands company (the “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following] [Execution Copy SHARE SUBSCRIPTION AGREEMENT BY AND AMONG (1) QIHOO TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 1,476,189 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 58,790 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT THIS AGREEMENT Joinder Agreement (this “ th day of April 2010 among: (1) QIHOO TECHNOLOGY COMPANY LIMITED Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ (2) GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Transferor , a limited partnership registered under the laws of Japan (the “ (3) IDG] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of January, 2010 is made by Sequoia Capital China Principals Fund I, L.P, a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,546,553 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by Sequoia Capital China Principals Fund I, L.P , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended and Restated Registration Rights Agreement] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January, 2010 is made by Sequoia Capital China Principals Fund I, L.P ., a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among Qihoo Technology Company Limited, an exempted] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of Janaury, 2010. 1 SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of Janaury, 2010 is made by Sequoia Capital China Partners Fund I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,148,180 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of January, 2010. 1 SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1st and 2nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Beijing Qihoo Technology Co., Ltd., a corporation formed under the laws of People’s Republic of China having] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on May 1, 2009. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland: · Beijing Qihoo Technology Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building D1,] [Amendment One to Google Linking Agreement Amendment One Amendment One Effective Date This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The following payment clause shall apply in lieu of] [Amendment Two Amendment Two Amendment Two Amendment Two Effective Date This Amendment two to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The term in Section 14.1 of the Agreement is hereby extended] [Amendment Three Amendment Three Amendment Three Amendment Three Effective Date This Amendment Three to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. March 31, 2010 The term in Section 14.1 of the Agreement] [Amendment Four Amendment Four Amendment Four Amendment Four Effective Date This Amendment Four to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Section 1.14 of the Agreement is hereby deleted in its entirety] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1 st and 2 nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Qizhi Software (Beijing) Co., Ltd., a corporation formed under the laws of People’s Republic of] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on September 1, 2010. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland; · Qizhi Software (Beijing) Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building C401,] [Amendment One Amendment One Amendment One This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Search Results Page : Search Results Page The Section 1.17 (The Search Results Page) shall] [Technology Development Contract Client: Beijing Qihu Technology Co., Ltd. (“Party A”) Developer: Qizhi Software (Beijing) Co., Ltd. (“Party B”) Signing place: Chaoyang District, Beijing May 1, 2008 Duration: January 1, 2008 to December 31, 2012 1 Article 1 Purpose, Content, Form and Requirement of Subject Technology According to the research and estimation of iResearch, the total value of China e-Market] [Technology Development Contract Client (“Party A”): Beijing Qihu Technology Company Limited. Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place: Chaoyang District, Beijing Duration: October 20, 2008 to October 19, 2012 In order to provide a cyber digital products transaction action platform to Party A better, Party A hereby engages Party B to develop a system of digital products] [Technology Development Contract Qihoo Online Shopping Mall Information System Client (“Party A”): Beijing Qihu Technology Company Limited Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place : Chaoyang District, Beijing Signing date : March 15, 2009 Duration : January 1, 2009 to December 31, 2012 In order to provide better development services to Party A regarding Qihoo Online Shopping] [Loan Agreement between Qihoo Technology Company Limited And Jianming Dong 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jianming Dong (ID Card No.: 110102195807300052) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiangdong Qi 1 Loan Agreement This Agreement is signed on October 18, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiangdong Qi (ID Card No.: 110102196410160017) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiaohong Shi 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiaohong Shi (ID Card No.: 410703197010093075) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Xiangdong Qi Jianming Dong Xiaohong Shi 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Qihu Technology Company Limited Party C: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card number: 110102195807300052 Xiaohong Shi, identity card number:] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jie Chen Su Zou 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ nd Parties day of September, 2009 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Jie Chen Su Zou Party C: Shanghai Qitai Network Technology] [Loan Agreement Among Qihoo Technology Company Limited And Jie Chen Su Zou 1 Loan Agreement This Agreement is signed on August 20, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jie Chen (ID Card No.: 110106197612183946) Su Zou (ID Card No.: 110108198006126324) WHEREAS, (A) Qihoo is a company incorporated under the laws of] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of August, 2007 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Address: Room 385, No.] [Supplementary Agreement to the Technology Development Contract with respect to Qihu Online Shops Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with respect] [Supplementary Agreement to the Technology Development Contract with respect to Advertisement Union Agency Management Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with] [Confirmation Letter Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Supplementary Agreement Party A and Party B entered into Technology Development Contract with respect to Qihu online shops information system (Contract No. 2009110001001701) on March 15, 2009 (“ NOW, THEREFORE, through friendly negotiation, both parties] [Power of Attorney Qihu Technology Qizhi Software I, Xiangdong Qi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 45% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Jianming Dong, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 25% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Xiaohong Shi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Shanghai Qitai Qizhi Software I, Jie Chen, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Power of Attorney Shanghai Qitai Qizhi Software I, Su Zou, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Beijing on September 2, 2009: Party A: Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Registered address:] [Execution Copy DATED January 1, 2011 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY LIMITED] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED and (2) SEQUOIA CAPITAL CHINA I, L.P. (3) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (4) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (5) CDH NET TECHNOLOGY LIMITED (6) GMO VENTUREPARTNERS INVESTMENT LIMITED PARTNERSHIP (7) IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. (8) JOINWAY INVESTMENTS LIMITED (9) MATRIX] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) YOUNG VISION GROUP LIMITED (3) GLOBAL VILLAGE ASSOCIATES LIMITED (4) S PECIAL MANAGERS (5) SPECIAL DIRECTOR ( 6 ) SEQUOIA CAPITAL CHINA I, L.P. ( 7 ) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. ( 8 ) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. ( 9] [Qihoo 360 Technology Co. Ltd. ARTICLE 1. PURPOSE Plan Company The purpose of the Qihoo 360 Technology Co. Ltd. 2011 Share Incentive Plan (the “ ARTICLE 2. DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [No. Wholly-Owned Subsidiaries Jurisdiction 1. 360 International Development Co. Limited Hong Kong 2. Qifei International Development Co. Limited Hong Kong 3. Qiji International Development Limited Hong Kong 4.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated March 1, 2011, except for Note 23, as to which the date is March 14, 2011 relating to the consolidated financial statements of Qihoo 360 Technology Co. Ltd. (formerly known as “Qihoo Technology Company Limited”) and its] [通 商 律 師 事 務 所 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 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza, No. 71 Jianguo Road, Chaoyang District,] [[Letterhead of iResearch Consulting Group] March 14, 2011 Qihoo Technology Company Limited Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 26, 2011 commissioned by Qihoo Technology Company Limited (the] [March 14, 2011 Board of Directors Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-23.6 70 a2202432zex-23_6.htm EX-23.6] [[Letterhead of Horizon Research and Consulting Group] March 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 22, 2011 commissioned by Qihoo 360] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 14 th day of March of 2011 Dear Sirs, Shujun Li I, Yours faithfully, EX-23.8 72 a2202432zex-23_8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, Ming Huang I, Yours faithfully, EX-23.9 73 a2202432zex-23_9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, William Mark Evans I, Yours faithfully, EX-23.10 74 a2202432zex-23_10.htm EX-23.10] [QIHOO 360 TECHNOLOGY CO. LTD CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply]