THE COMPANIES LAW (2007 REVISION)
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION OF
(Adopted by a special resolution passed on March 16, 2009)
The name of the Company is Changyou.com Limited.
The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,
4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands or at such other place as the Directors
may from time to time decide.
The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:
To carry on the business of an investment company and to act as promoters and entrepreneurs and to
carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents,
importers and exporters and to undertake and carry on and execute all kinds of investment, financial,
commercial, mercantile, trading and other operations.
To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers,
consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or
vendors of all types of property including services.
To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock,
obligations or other securities including without prejudice to the generality of the foregoing all such powers of
veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the
issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services
for or in relation to any company in which the Company is interested upon such terms as may be thought fit.
To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, conver