Stockholders' Voting Agreement - Sohu.com Inc.


 
                                 SOHU.COM INC.
          SECOND AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT

     This Second Amended and Restated Stockholders' Voting Agreement, (the
'Agreement') is made as of October 18, 1999 by and among Sohu.com Inc., a
Delaware corporation (the 'Company') formerly known as Internet Technologies
China Incorporated, the persons listed as Investors on Exhibit A (the
'Investors') and Charles Zhang, Brant Binder, Nicholas Negroponte and Edward B.
Roberts (the 'Founders').  The Investors and the Founders will be referred to
herein collectively as the 'Holders.'

     WHEREAS, the Investors are parties to (a) a Series B Preferred Stock
Purchase Agreement (the 'Series B Purchase Agreement') dated as of March 10,
1998 between the Company and the Investors named therein (b) a Series B-1
Preferred Stock Purchase Agreement (the 'Series B-1 Purchase Agreement') dated
as of August 18, 1998 between the Company and the Investor named therein or (c)
a Series C Preferred Stock Purchase Agreement (the 'Series C Purchase
Agreement') dated as of the date hereof between the Company and the Investors
named therein;

     WHEREAS, the Company and the Investors which are parties to the Series B
Purchase Agreement and the Series B-1 Purchase Agreements (the 'Initial
Investors') are parties to an Amended and Restated Stockholders' Voting
Agreement dated as of August 18, 1998 (the 'First Amended and Restated
Stockholders' Voting Agreement');

     WHEREAS, certain of the obligations of the Company and of the Investors
which are parties thereto under the Series C Purchase Agreements (the
'Additional Investors') are conditioned upon the amendment and restatement of
the First Amended and Restated Stockholders' Voting Agreement to add the
Additional Investors as parties and to make such additional changes as are set
forth herein; and

     WHEREAS, the Company and the Initial Investors wish to amend and restate
the First Amended and Restated Stockholders' Voting Agreement as set forth
herein and the parties hereto wish to have this Agreement govern certain voting
by the Holders in elections for directors of the Company and to clarify certain
provisions of the Company's Third Amended and Restated Certificate of
Incorporation (the 'Certificate of Incorporation').

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereto agree as follows:

     1.   Voting.
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          1.1  In all elections of Directors of the Company held during the term
of this Agreement (whether at a meeting or by written consent in lieu of a
meeting), each of the Holders unconditionally agrees to vote all shares of the
Company's Common Stock, $.01 par value

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'Common Stock'), and all shares of the Company's Preferred Stock, $.01 par value
('Preferred Stock'), and any other voting securities of the Company now owned or
hereafter acquired or controlled by it or him, whether by purchase, conversion
of other securities, exercise of rights, warrants or options, stock dividends or
otherwise, to elect to the Board of Directors of the Company (i) at least one
nominee selected by Intel Corporation ('Intel'), (ii) at least one nominee
selected by the holders of a majority in interest of such voting securities held
by Harrison Enterprises Inc. ('Harrison') and Kummell Investments Limited
('Kummell'), and (iii) at least one nominee selected by Dow Jones & Company,
Inc. ('Dow Jones').

     1.2  No Holder will vote to remove any member of the Board of Directors of
the Company designated in accordance with the foregoing provisions of this
Section, other than for cause, unless the person or persons entitled to nominate
or approve that Director so votes or otherwise consents, and, if the person or
persons so entitled to nominate or approve so votes or otherwise consents, then
all Holders will vote likewise.

     1.3  Without the approval of the holders of a majority of the Preferred
Stock purchased by Intel pursuant to the Series B Purchase Agreement and the
holders of a majority of the Preferred Stock purchased by Kummell pursuant to
the Series B Purchase Agreement, the Company will not take, and no Holder will
vote in favor of, any action which:

          (i)    increases the number of authorized shares of the Series B
Convertible Preferred Stock of the Company (the 'Series B Preferred') or amends
or changes the rights, preferences, powers, privileges or restrictions of the
Series B Preferred;

          (ii)   authorizes, creates or issues shares of any class or series of
stock having a preference superior to or on a parity with the Series B
Preferred;

          (iii)  reclassifies stock into shares having a preference over or on a
parity with the Series B Preferred;

          (iv)   amends the Company's Certificate of Incorporation in a manner
that adversely affects the rights of the Series B Preferred;

          (v)    results in a merger or consolidation of the Company with one or
more other corporations or other entities in which the stockholders of the
Company immediately prior to such merger or consolidation hod stock representing
less than a majority of the voting power of the outstanding shares of the
Company or resulting entity immediately after such merger or consolidation;

          (vi)   results in the sale or other transaction in a single
transaction or a series of related transactions of all or substantially all of
the assets of the Company, or otherwise results in the reorganization of the
Company;

          (vii)  results in the dissolution, liquidation or winding up of the
Company;

          (viii) declares or pays a dividend on the Common Stock (other than a
dividend payable solely in shares of Common Stock);

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          (ix)   results in the incurrence of indebtedness in excess of $50,000;

          (x)    materially alters or changes the strategic direction or
business operations of the Company in a manner that is not contemplated by the
Company's most recent board-approved business plan; or

          (xi)   amends ARTICLE IX ('Indemnification') of the Company's By-Laws.

     1.4  Without the approval of the holders of a majority of the Series C
Convertible Preferred Stock of the Company (the 'Series C Preferred'), the
Company will not take, and no Holder will vote in favor of, any action which:

          (i)    increases the authorized number of shares of the Series C
Preferred or amends or changes the rights, preferences, powers, privileges or
restrictions of the Series C Preferred;

          (ii)   authorizes, creates or issues shares of any class or series of
stock having a preference superior to or on a parity with the Series C
Preferred;

          (iii)  reclassifies stock into shares having a preference over or on a
parity with the Series C Preferred;

          (iv)   amends the Company's Certificate of Incorporation in a manner
that adversely affects the rights of the Series C Preferred

          (v)    results in a merger or consolidation of the Company with one or
more other corporations or other entities in which the stockholders of the
Company immediately prior to such merger or consolidation had stock representing
less than a majority of the voting power of the outstanding shares of the
Company or resulting entity immediately after such merger or consolidation;

          (vi)   results in the sale or other transaction in a single
transaction or a series of related transactions of all or substantially all of
the assets of the Company, or otherwise results in the reorganization of the
Company;

          (vii)  results in the dissolution, liquidation or winding up of the
Company;

          (viii) declares or pays a dividend on the Common Stock (other than a
dividend payable solely in shares of Common Stock);

          (ix)   results in the incurrence of indebtedness in excess of $50,000;

          (x)    materially alters or changes the strategic direction or
business operations of the Company in a manner that is not contemplated by the
Company's most recent board-approved business plan; or

          (xi)   amends the indemnification provisions of the Company's By-Laws.

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     2.   Legend. For so long as this Agreement is in effect, each certificate
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representing shares of Common Stock, Preferred Stock or other voting securities
of the Company now or hereafter owned by a Holder or any transferee of a holder
will be endorsed with the following legend:

               VOTING OF THE SECURITIES REPRESENTED BY THIS
               CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
               OF A CERTAIN STOCKHOLDERS' VOTING AGREEMENT BY AND
               AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN
               HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH
               AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO
               THE SECRETARY OF THE COMPANY.

     3.   Termination.
          ----------- 

               (i)    The obligations of the Holders as to clause (i) of Section
1.1 above will terminate at such time as Intel does not hold either (a) at least
50% of the Preferred Stock purchased by it pursuant to the Series B Purchase
Agreement or (b) at least 50% of the Preferred Stock purchased by it pursuant to
the Series C Purchase Agreement or, in either such case, Common Stock into which
any such Preferred Stock has been converted.

               (ii)   The obligations of the Holders as to clause (ii) of
Section 1.1 above will terminate at such time as Harrison and Kummell do not
between them hold either (a) at least 50% of the Preferred Stock purchased by
them pursuant to the Series B Purchase Agreement or (b) at least 50% of the
Preferred Stock purchased by them pursuant to the Series C Purchase Agreement
or, in either such case, Common Stock into which any such Preferred Stock has
been converted.

               (iii)  The obligations of the Holders as to clause (iii) of
Section 1.1 above will terminate at such time as Dow Jones does not hold either
(a) at least 50% of the Preferred Stock purchased by it pursuant to the Series B
Purchase Agreement or (b) at least 50% of the Preferred Stock purchased by it
pursuant to the Series C Purchase Agreement or, in either such case, Common
Stock into which any such Preferred Stock has been converted.

               (iv)   Sections 1.1 and 1.2 of this Agreement will terminate in
their entirety at such time as none of Intel, Harrison and Kummell together, or
Dow Jones holds at least 50% of the aggregate amount of Preferred Stock so
purchased by it or, in any such case, Common Stock into which any such Preferred
Stock has been converted.

     4.   Miscellaneous.
          ------------- 

          4.1  Specific Performance; Other Rights. The Company and the Holders
               ----------------------------------
recognize that the rights of the parties under this Agreement are unique, and
accordingly Intel, Harrison and Kummell and Dow Jones will, in addition to such
other remedies as may be available to any of them at law or in equity, have the
right to enforce their rights hereunder by actions for injunctive relief and
specific performance to the extent permitted by law. Except as provided herein,
this 

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Agreement is not intended to limit or abridge any rights of the parties which
may exist apart from this Agreement.

     4.2  Governing Law. This Agreement shall be governed by and construed under
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the laws of the State of Delaware as applied to agreements among Delaware
residents, made and to be performed entirely within the State of Delaware.

     4.3  Obligations of Transferees.  This Agreement and the obligations of the
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parties hereunder shall be binding upon the parties hereto and, their respective
successors, assigns, and transferees.

     4.4  Severability. In the event one or more of the provisions of this
          ------------  
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.

     4.5  Attorney Fees. In the event that any dispute among the parties to this
          -------------
Agreement should result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

     4.6  Counterparts. This Agreement may be executed in two or more
          ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     4.7  Stock Split. All references to numbers of shares in this Agreement
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shall be appropriately adjusted to reflect any stock dividend, split,
combination or other recapitalization of shares by the Company occurring after
the date of this Agreement.

     4.8  Aggregation of Stock. All shares of Common Stock held or acquired by
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affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

     4.9  Termination of the First Amended and Restated Stockholders' Voting
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Agreement.  The First Amended and Restated Stockholders' Voting Agreement is
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hereby terminated in its entirety and replaced by this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                              SOHU.COM INC.

                              By:_______________________________
                                 Charles Zhang
                                 President

                              INVESTORS:

 
                              __________________________________
                                  (Printed Name of Investor)

                              By:_______________________________
                                 Name:
                                 Title:


                              FOUNDERS:


                              __________________________________ 
                                    (Signature of Founder)
                                    

                              __________________________________    
                                  (Printed Name of Founder)





                [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED 
                        STOCKHOLDERS' VOTING AGREEMENT]

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