{"id":43600,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/series-d-preferred-stock-purchase-agreement-sohu-com-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"series-d-preferred-stock-purchase-agreement-sohu-com-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/series-d-preferred-stock-purchase-agreement-sohu-com-inc-and.html","title":{"rendered":"Series D Preferred Stock Purchase Agreement &#8211; Sohu.com Inc. and Internet Technologies China Inc."},"content":{"rendered":"<pre>\n                  SERIES D PREFERRED STOCK PURCHASE AGREEMENT\n                  -------------------------------------------\n\n                                        \nThis Series D Preferred Stock Purchase Agreement (the 'Agreement') is entered\n                                                       ---------             \ninto as of January 29, 2000 by and between Sohu.com Inc., a Delaware corporation\nformerly known as Internet Technologies China Incorporated (the 'Company'), and\n                                                                 -------       \nthe persons and entities set forth on Exhibit A hereto (each an 'Investor' and,\n                                      ---------                  --------      \ncollectively, the 'Investors').\n                   ---------   \n\nIn consideration of the mutual promises, covenants and conditions hereinafter\nset forth, the parties hereto agree as follows:\n\n     1.   DEFINITIONS.\n          ----------- \n\n          1.1  Certain Defined Terms. As used in this Agreement, the following\n               ---------------------\nterms shall have the following respective meanings:\n\n          'Common Stock' shall mean the Company's Common Stock, $.001 par value.\n           ------------                                                         \n\n          'Proceeds' shall mean whatever is received when assets, whether\n           --------                                                      \ntangible or intangible, are sold, changed, collected or otherwise disposed of,\nboth cash and non-cash, including the Proceeds of insurance payable by reason of\nloss or damage to Proceeds.\n\n          'Proprietary Assets' shall mean all patents, patent applications,\n           ------------------                                              \ntrademarks, service marks, trade names, copyrights, moral rights, maskworks,\ntrade secrets, confidential and proprietary information, compositions of matter,\nformulas, designs, proprietary rights, know-how, processes, domain names and\nURLs.\n\n          1.2  Index of Other Defined Terms. In addition to the terms defined\n               ----------------------------\nabove, the following terms shall have the respective meanings given\nthereto in the sections indicated below:\n\n\n<font size=\"2\">                Defined Term                             Section\n                ------------                             -------\n\n     'Agreement'                                         Preamble\n      ---------\n     'Business Plan'                                       4.25\n      -------------\n     'Bylaws'                                              4.12\n      ------\n     'CERCLA'                                              4.22\n      ------\n     'Certificate'                                         2.1\n      -----------\n     'Closing'                                             3.1\n      -------\n     'Code'                                                4.20\n      ----\n     'Company'                                           Preamble\n      -------\n     'Confidential Information'                            9.13\n      ------------------------\n     'Conversion Shares'                                   4.2(c)\n      -----------------\n\n                                      -1-\n\n \n     'Disclosing Party'                                    9.13\n      ----------------\n     'Disclosure Schedule'                                 4.0\n      -------------------\n     'Financial Statements'                                4.16\n      --------------------\n     'Hazardous Materials'                                 4.22\n      -------------------\n     'Investors', 'Investor'                             Preamble\n      ---------    --------\n     'Investor Rights Agreement'                           4.2(c)\n      -------------------------\n     'ITC China'                                           4.3\n      ---------\n     'Non-Disclosing Party'                                9.13\n      --------------------\n     'Right of First Refusal and Co-Sale Agreement'        7.8\n      -------------------------------------------- \n     'Stockholders' Voting Agreement'                      7.8\n      ------------------------------\n     'SEC'                                                 4.14\n      ---\n     'Securities Act'                                      4.5(b)\n      --------------\n     'Series D Preferred Stock'                            2.1\n      ------------------------\n     'Shares'                                              2.2\n      ------\n\n     2.   AGREEMENT TO PURCHASE AND SELL STOCK\n          ------------------------------------\n          \n<\/font>          2.1.  Authorization. As of the Closing (as defined below), the Company\n                -------------\nwill have authorized the issuance, pursuant to the terms and conditions of this\nAgreement and any one or more agreements entered into by the Company subsequent\nto the date hereof on the same terms (provided that no such subsequent agreement\nto sell Series D Preferred Stock may be entered into or closed more than 30 days\nafter the date hereof), of not less than 518,459 shares of the Company's Series\nD Convertible Preferred Stock ('Series D Preferred Stock') having the rights,\npreferences, privileges and restrictions set forth in the form of the Fourth\nAmended and Restated Certificate of Incorporation of the Company attached to\nthis Agreement as Exhibit B (the 'Certificate').\n                  ---------       -----------\n\n          2.2   Agreement to Purchase and Sell at the Closing. Subject to the\n                ---------------------------------------------\nterms and conditions hereof, on the Closing Date (as defined below), the Company\nwill issue and sell to each Investor and each Investor will purchase that number\nof shares of Series D Preferred Stock (the 'Shares') as is set forth opposite\n                                            ------\nthat Investors name on Exhibit A hereto, at a price of $38.576 per share, for an\n                       ---------\naggregate purchase price paid by all Investors of $20,000,074. The purchase\nprice for the Shares being purchased by each Investor shall be paid by such\nInvestor by wire transfer of funds to a designated account of the Company,\nprovided that wire transfer instructions are delivered to each Investor at least\none (1) business day prior to the Closing.\n\n          2.3   Currency. All monetary amounts set forth herein shall be in\n                --------\nUnited States dollars.\n\n     3.   CLOSING; DELIVERY.\n          ----------------- \n\n          3.1.  The Closing. The purchase and sale of the Shares hereunder (the\n                -----------                                                    \n'Closing') shall be held at the offices of Goulston &amp; Storrs, P.C. on the date\n -------                                                                      \nwhich is two business days after the date hereof or as soon thereafter as shall\nbe practicable, but in any event not later than February 3, 2000 (the\n'Closing').\n -------   \n\n                                      -2-\n\n \n          3.2.  Delivery. At the Closing, the Company will deliver to each\n                --------                                                  \nInvestor a certificate representing the Shares purchased by each Investor\nhereunder against payment of the full purchase price therefor by wire transfer.\n\n     4.   COMPANY REPRESENTATIONS AND WARRANTIES.  The Company hereby represents\n          --------------------------------------                                \nand warrants to the Investors that, except as set forth in the Disclosure\nSchedule ('Disclosure Schedule') attached to this Agreement as Exhibit E (which\n           -------------------                                 ---------       \nDisclosure Schedule shall be deemed to be representations and warranties to the\nInvestors), the statements in the following paragraphs of this Section 4 are all\ntrue and correct:\n\n\n          4.1.  Organization, Good Standing and Qualification.  The Company is a\n                ---------------------------------------------                   \ncorporation duly organized, validly existing and in good standing under, and by\nvirtue of, the laws of the State of Delaware and has all requisite corporate\npower and authority to own its properties and assets and to carry on its\nbusiness as now conducted and as presently proposed to be conducted.  The\nCompany is qualified to do business as a foreign corporation in each\njurisdiction where failure to be so qualified would have a material adverse\neffect on its financial condition, business, prospects or operations.\n\n          4.2.  Capitalization.  Immediately before the Closing, the authorized\n                --------------                                                 \ncapital stock of the Company will consist of the following:\n\n                (a)  Common Stock. A total of 11,500,000 authorized shares\n                     ------------\n(11,000,000 shares as of the date hereof) of Common Stock ($0.001 par value) of\nwhich 3,621,410 shares will be (and are as of the date hereof) issued and\noutstanding.\n\n                (b)   Preferred Stock.  A total of 5,600,000 authorized shares\n                      ---------------                                         \n(5,100,000 shares as of the date hereof) of Preferred Stock ($0.001 par value),\nof which 1,125,000 will be (and are as of the date hereof) designated as Series\nA Convertible Preferred Stock ('Series A Preferred Stock'), all of which will be\noutstanding; 1,738,910 will be (and are as of the date hereof) designated as\nSeries B Convertible Preferred Stock ('Series B Preferred Stock'), all of which\nwill be outstanding; 338,295 will be (and are as of the date hereof) designated\nas Series B-1 Convertible Preferred Stock ('Series B-1 Preferred Stock'), all of\nwhich will be outstanding; 1,479,507 will be (1,848,885 as of the date hereof)\ndesignated as Series C Convertible Preferred Stock ('Series C Preferred Stock'),\nall of which will be outstanding; and 777,688 will be designated as Series D\nPreferred, none of which will be issued or outstanding.\n\n                (c)   Options, Warrants, Reserved Shares.  The Company will have\n                      ----------------------------------                        \nreserved sufficient shares of its Common Stock to permit the conversion of all\noutstanding shares of the Series D Preferred (the 'Conversion Shares').  Except\n                                                   -----------------           \nas set forth in Section 4.2(d) of the Disclosure Schedule and except for (i) the\n                --------------                                                  \nconversion privileges of the Series A Preferred, the Series B Preferred, the\nSeries B-1 Preferred and the Series C Preferred, (ii) the conversion privileges\nof the Series D Preferred to be issued hereunder and one or more similar\nagreements, (iii) the 807,500 shares of Common Stock reserved for issuance upon\nthe exercise of options granted or contemplated to be granted to employees,\ndirectors, and consultants of the Company, under which options to purchase\n381,149 shares of Common Stock are outstanding, and (iv) warrants to purchase\n17,345 shares of Common Stock of the Company issued in connection with the\nCompany's bridge financing in December 1997, there will be no options, warrants,\n\n                                      -3-\n\n \nconversion privileges or other rights, or agreements with respect to the\nissuance thereof, outstanding to purchase any of the capital stock of the\nCompany. Apart from the exceptions noted in this Section 4.2, no shares\n(including the Shares and Conversion Shares) of the Company's outstanding\ncapital stock, or stock issuable upon exercise or exchange of any outstanding\noptions or other stock issuable by the Company, will be subject to any rights of\nfirst refusal or other rights to purchase such stock (whether in favor of the\nCompany or any other person), pursuant to any agreement or commitment of the\nCompany, except as set forth in the Third Amended and Restated Investor Rights\nAgreement dated as of the Closing Date (the 'Investor Rights Agreement') to be\nentered into on the Closing Date between the Company and the persons listed in\nExhibit A thereto.\n\n                (d)   Outstanding Security Holders. Section 4.2(d) of the\n                      ----------------------------  --------------\nDisclosure Schedule sets forth a complete and accurate list of all outstanding\nshareholders, option holders and other security holders of the Company\nimmediately prior to the date hereof.\n\n          4.3.  Subsidiaries.  The Company owns all of the issued and\n                ------------                                         \noutstanding stock of Sohu ITC Information Technology (Beijing) Co., Ltd. ('ITC\nChina'), a company duly organized under the laws of the People's Republic of\nChina and in good standing under such laws.  ITC China is a wholly foreign owned\nenterprise (WFOE) authorized by the government of China and has all government\npermits, approvals, authorizations and licenses necessary to engage in the\nbusiness currently conducted and currently proposed to be conducted by ITC\nChina.  Various officials of the Ministry of Information Industry ('MII') of the\nPeople's Republic of China (the 'PRC') recently have stated publicly, however,\nthat foreign investment is prohibited in the PRC Internet sector, including in\nInternet content providers.  The Company's PRC counsel has indicated that it\ndoes not believe, however, that the Company's operations violate or breach any\nof the existing laws, rules, or regulations of the PRC.\n\n          No other person or entity other than the Company has any right to\nacquire any equity or other ownership interest of ITC China.  Except for the\nCompany's ownership of ITC China, the Company does not presently own or control,\ndirectly or indirectly, any interest in any other corporation, partnership,\nlimited liability company, trust, joint venture, association, or other entity.\n\n          4.4.  Due Authorization.  All corporate action on the part of the\n                -----------------                                          \nCompany and ITC China, their officers, directors and shareholders necessary for\nthe authorization, execution and delivery of, and the performance of all\nobligations of the Company under, this Agreement, the Investor Rights Agreement,\nthe Right of First Refusal and Co-Sale Agreement (as defined in Section 7.8\nhereof) and any other agreements contemplated hereby to which the Company is or\nis to be a party and the authorization, issuance, reservation for issuance and\ndelivery of all of the Shares being sold under this Agreement has been taken or\nwill be taken before the Closing.  This Agreement, the Investor Rights\nAgreement, the Right of First Refusal and Co-Sale Agreement and any other\nagreements contemplated hereby to which the Company is or is to be a party are\nor will be when entered into valid and binding obligations of the Company\nenforceable in accordance with their respective terms, subject, as to\nenforcement of remedies, to applicable bankruptcy, insolvency, moratorium,\nreorganization and similar laws affecting creditors' rights generally and to\ngeneral equitable principles.  The Shares are not subject to any preemptive\n\n                                      -4-\n\n \nrights or rights of first refusal, except such as have been waived or are being\naccommodated under the terms of this Agreement.\n\n          4.5.  Valid Issuance of Stock.\n                ----------------------- \n\n                (a)   The Shares, when issued, sold and delivered in accordance\nwith the terms of this Agreement, will be duly and validly issued, fully paid\nand nonassessable and will be free of restrictions on transfer other than\nrestrictions under in this Agreement, the Investor Rights Agreement, the Right\nof First Refusal and Co-Sale Agreement, and applicable securities laws. The\nConversion Shares have been duly and validly reserved for issuance and, upon\nissuance in accordance with the terms of the Certificate, will be duly and\nvalidly issued, fully paid and nonassessable, and will be free of restrictions\non transfer other than restrictions under in this Agreement, the Investor Rights\nAgreement, the Right of First Refusal and Co-Sale Agreement, and applicable\nsecurities laws\n\n                (b)   The outstanding shares of the capital stock of the Company\nand ITC China are duly and validly issued, fully paid and nonassessable, and\nsuch shares of such capital stock, and all outstanding stock, options and other\nsecurities of the Company and ITC China have been issued in full compliance with\nthe registration and prospectus delivery requirements of the Securities Act of\n1933, as amended (the 'Securities Act'), and the registration and qualification\n                       --------------  \nrequirements of all applicable state securities laws, or in compliance with\napplicable exemptions therefrom, and all other provisions of applicable federal\nand state securities laws, including, without limitation, anti-fraud provisions.\n\n          4.6.  Liabilities.  Neither the Company nor ITC China has any\n                -----------                                            \nindebtedness for borrowed money that the Company or ITC China has directly or\nindirectly created, incurred, assumed, or guaranteed, or with respect to which\nthe Company or ITC China has otherwise become directly or indirectly liable.\n\n          4.7.  Title to Properties and Assets.  Each of the Company and ITC\n                ------------------------------                              \nChina has good and marketable title to its properties and assets held in each\ncase subject to no mortgage, pledge, lien (including without limitation any tax\nlien), encumbrance, security interest or charge of any kind.  With respect to\nthe property and assets it leases, each of the Company and ITC China is in\ncompliance with such leases and, to the best of the Company's knowledge, each of\nthe Company and ITC China holds valid leasehold interests in such assets free of\nany liens, encumbrances, security interests or claims of any party other than\nthe lessors of such property and assets.\n\n          4.8.  Status of Proprietary Assets.\n                ---------------------------- \n\n                (a)   Ownership. Each of the Company and ITC China has full\n                      ---------\ntitle and ownership of, or has license to, all Proprietary Assets necessary to\nenable it to carry on its business as now conducted and as presently proposed to\nbe conducted, including but not limited to those Proprietary Assets set forth in\nSchedule 4.8(a) of the Disclosure Schedule, without any conflict with or\n--------------- \ninfringement of the rights of others. No third party has any ownership right,\ntitle, interest, claim in or lien on any of the Company's or ITC China's\nProprietary Assets and the Company and ITC China have taken, and in the future\nwill use their best efforts to take, all steps\n\n                                      -5-\n\n \nreasonably necessary to preserve their respective legal rights in, and the\nsecrecy of, all its Proprietary Assets, except those for which disclosure is\nrequired for legitimate business or legal reasons.\n\n                (b)   Licenses; Other Agreements. Neither the Company nor ITC\n                      --------------------------\nChina has granted, and there are not outstanding, any options, licenses or\nagreements of any kind relating to any Proprietary Asset of the Company or ITC\nChina, nor is the Company or ITC China bound by or a party to any option,\nlicense or agreement of any kind with respect to any of their respective\nProprietary Assets. Neither the Company nor ITC China is obligated to pay any\nroyalties or other payments to third parties with respect to the marketing,\nsale, distribution, manufacture, license or use of any Proprietary Asset or any\nother property or rights.\n\n                (c)   No Infringement. Neither the Company nor ITC China has\n                      ---------------\nviolated or infringed, and is not currently violating or infringing any\nProprietary Asset of any other person or entity. Except as set forth in Section\n4.8(c) of the Disclosure Schedule, neither the Company nor ITC China has\nreceived any communications alleging that the Company or ITC China (or any of\ntheir respective employees or consultants) has violated or infringed or, by\nconducting its business as proposed, would violate or infringe, any Proprietary\nAsset of any other person or entity.\n\n                (d)   No Breach by Employee. After due inquiry, neither the\n                      ---------------------\nCompany nor ITC China is aware that any employee or consultant of the Company or\nITC China is obligated under any agreement (including licenses, covenants or\ncommitments of any nature) or subject to any judgment, decree or order of any\ncourt or administrative agency, or any other restriction that would interfere\nwith the use of his or her best efforts to carry out his or her duties for the\nCompany or ITC China or to promote the interests of the Company or ITC China or\nthat would conflict with the Company's or ITC China's business as proposed to be\nconducted. The carrying on of each of the Company's and ITC China's business by\nthe employees and contractors of the Company and ITC China and the conduct of\nthe Company's and ITC China's business as presently proposed, will not, to the\nbest of the Company's knowledge, conflict with or result in a breach of the\nterms, conditions or provisions of, or constitute a default under, any contract,\ncovenant or instrument under which any of such employees or contractors of the\nCompany or ITC China are now obligated. Neither the Company nor ITC China\nbelieves it is or will be necessary to utilize any inventions of any employees\nof the Company or ITC China (or persons the Company or ITC China currently\nintends to hire) made prior to their employment by the Company or ITC China. To\nthe best of the Company's knowledge, at no time during the conception of or\nreduction of any of the Company's or ITC China's Proprietary Assets to practice\nwas any developer, inventor or other contributor to such patents operating under\nany grants from any governmental entity or agency or private source, performing\nresearch sponsored by any governmental entity or agency or private source or\nsubject to any employment agreement or invention assignment or nondisclosure\nagreement or other obligation with any third party that could adversely affect\nthe Company's or ITC China's rights in such Proprietary Assets.\n\n          4.9.  Material Contracts and Obligations.  All agreements, contracts,\n                ----------------------------------                             \nleases, licenses, instruments, commitments (oral or written), indebtedness,\nliabilities and other obligations to which the Company or ITC China is a party\nor by which they are bound that (i) are material to the conduct and operations\nof the businesses and properties of the Company or ITC\n\n                                      -6-\n\n \nChina; (ii) involve any of the officers, consultants, directors, employees or\nshareholders of the Company or ITC China; or (iii) obligate the Company or ITC\nChina to share, license or develop any product or technology are listed in\nSection 4.9 of the Disclosure Schedule and have been made available for\n-----------\ninspection by the Investors and their respective counsel. For purposes of this\nSection 4.9, 'material' shall mean any agreement, contract, indebtedness,\nliability or other obligation having an aggregate value, cost or amount in\nexcess of $50,000 per year.\n\n          4.10. Litigation.  Except as set forth in Section 4.10 of the\n                ----------                                             \nDisclosure Schedule, there is no action, suit, proceeding, claim, arbitration or\ninvestigation ('Action') pending (or, to the best of the Company's knowledge,\n                ------                                                       \ncurrently threatened) against the Company or ITC China, their activities,\nproperties or assets or, to the best of the Company's knowledge, against any\nofficer, director or employee of the Company or ITC China in connection with\nsuch officer's, director's or employee's relationship with, or actions taken on\nbehalf of the Company or ITC China.  To the best of the Company's knowledge,\nthere is no factual or legal basis for any such Action that might result,\nindividually or in the aggregate, in any material adverse change in the\nbusiness, properties, assets, financial condition, affairs or prospects of the\nCompany or ITC China.  By way of example but not by way of limitation, there are\nno Actions pending or, to the best of the Company's knowledge, threatened (or\nany basis therefor known to the Company or ITC China) relating to the prior\nemployment of any of the Company's or ITC China's employees or consultants,\ntheir use in connection with the Company's or ITC China's business of any\ninformation, technology or techniques allegedly proprietary to any of their\nformer employers, clients or other parties, or their obligations under any\nagreements with prior employers, clients or other parties.  Neither the Company\nnor ITC China is a party to or subject to the provisions of any order, writ,\ninjunction, judgment or decree of any court or government agency or\ninstrumentality and there is no Action by the Company or ITC China currently\npending or which the Company or ITC China intends to initiate.\n\n          4.11. Governmental Consents.  All consents, approvals, orders,\n                ---------------------                                   \nauthorizations or registrations, qualifications, designations, declarations or\nfilings with any federal, state or local governmental authority on the part of\neach of the Company and ITC China required in connection with the consummation\nof the transactions contemplated herein, including without limitation the\nexecution and delivery of this Agreement, the Investor Rights Agreement and the\nRight of First Refusal and Co-Sale Agreement, the issuance and sale of the\nShares and the issuance of shares of Common Stock upon conversion of the Shares,\nwill have been obtained prior to and will be effective as of the Closing.  Based\nin part on the representations of the Investors set forth in Section 5 below,\nthe offer, sale and issuance of the Shares in conformity with the terms of this\nAgreement are exempt from the registration and prospectus delivery requirements\nof the Securities Act.\n\n          4.12. Compliance with Other Instruments.  Neither the Company nor ITC\n                ---------------------------------                              \nChina is in, nor will the conduct of their businesses as proposed to be\nconducted result in, any violation, breach or default of any term of the\nCompany's Certificate or ITC China's charter or the Company's or ITC China's\nbylaws (together, the 'Bylaws') or in any material respect of any term or\nprovision of any mortgage, indenture, contract, agreement or instrument to which\nthe Company or ITC China is a party or by which it may be bound, or of any\nprovision of any foreign or domestic state or federal judgment, decree, order,\nstatute, rule or regulation applicable to or binding upon the Company or ITC\nChina, except that various officials of MII recently have\n\n                                      -7-\n\n \nstated publicly that foreign investment is prohibited in the PRC Internet\nsector, including in Internet content providers. Further, a WFOE, such as ITC\nChina, is prohibited from engaging in the businesses of providing or\ndistributing advertisements as defined in the 1994 PRC Advertising Law. The\nrelevant law is silent as to whether online advertising is covered by the law.\nThe Company's PRC counsel has indicated that it does not believe, however, that\nthe Company's operations violate or breach any of the existing laws, rules, or\nregulations of the PRC.. The execution, delivery and performance of and\ncompliance with this Agreement and the consummation of the transactions\ncontemplated hereby will not result in any such violation or default, or be in\nconflict with or constitute, with or without the passage of time or the giving\nof notice or both, either a default under the Company's Certificate or Bylaws or\nITC China's charter or Bylaws, or any agreement or contract of the Company or\nITC China, or, to the best of the Company's knowledge, a violation of any\nstatutes, laws, regulations or orders, or an event which results in the creation\nof any lien, charge or encumbrance upon any asset of the Company or ITC China.\n\n          4.13. Disclosure. No representation or warranty by the Company in this\n                ----------\nAgreement or in any statement or certificate signed by any officer of the\nCompany or ITC China furnished or to be furnished to the Investors pursuant to\nthis Agreement contains or will contain any untrue statement of a material fact\nor omits or will omit to state any material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances in which they are made, not misleading.\n\n          4.14. Registration Rights.  Except as provided in the Investor Rights\n                -------------------                                            \nAgreement, neither the Company nor ITC China has granted or agreed to grant any\nperson or entity any rights (including piggyback registration rights) to have\nany securities of the Company or ITC China registered with the United States\nSecurities and Exchange Commission ('SEC') or any other governmental authority.\n                                     ---                                       \n\n          4.15. Insurance.  Each of the Company and ITC China has obtained and\n                ---------                                                     \nwill maintain, fire and casualty insurance policies with extended coverage,\nsufficient in amount (subject to reasonable deductibles) to allow it to replace\nany of its properties that might be damaged or destroyed.\n\n          4.16. Financial Statements.  The Company has supplied to the\n                --------------------                                  \nInvestors (i) the audited balance sheet of the Company as at December 31, 1998\nand the related audited statements of income, changes in stockholders' equity\nand cash flow of the Company for the fiscal year then ended, accompanied by the\nreport thereon by Coopers &amp; Lybrand CIEC, the Company's independent certified\npublic accountants (together with the related schedules and notes thereto, the\n'Audited Financial Statements') and (ii) the unaudited balance sheet of the\nCompany as at September 30, 1999 and the related unaudited statements of income,\nchanges in stockholders' equity and cash flow of the Company for the quarter\nthen ended (the 'Interim Financial Statements').  The Financial Statements\npresent fairly the financial condition of the Company as of the respective dates\nthereof, and the income, changes in stockholders' equity and cash flow of the\nCompany for the year and period then ended and have been prepared in accordance\nwith United States generally accepted accounting principles ('GAAP') applied\nconsistently throughout the periods involved, except that some or all footnotes\nrequired by GAAP for year-end financial statements are not included in the\nInterim Financial Statements.\n\n                                      -8-\n\n \nOther than as set forth in the Disclosure Schedule, neither the Company nor ITC\nChina has any material indebtedness or other material liability. Except as\ndisclosed in the Audited Financial Statements or the Interim Financial\nStatements, the Company is not a guarantor or indemnitor of any indebtedness of\nany other person, firm or corporation. The Company maintains and will continue\nto maintain a standard system of accounting established and administered in\naccordance with US generally accepted accounting principles.\n\n          4.17.  Certain Actions.  Since the date of the Interim Financial\n                 ---------------                                          \nStatements, neither the Company nor ITC China has: (a) declared or paid any\ndividends, or authorized or made any distribution upon or with respect to any\nclass or series of its capital stock; (b) incurred any indebtedness for money\nborrowed or incurred any other liabilities individually in excess of $50,000 or\nin excess of $250,000 in the aggregate other than in the ordinary course of\nbusiness; (c) made any loans or advances to any person, other than ordinary\nadvances for travel expenses; (d) sold, exchanged or otherwise disposed of any\nmaterial assets or rights other than the sale of inventory in the ordinary\ncourse of its business; or (e) entered into any transactions with any of its\nofficers, directors or employees or any entity controlled by any of such\nindividuals, other than payments of compensation in the ordinary course of\nbusiness based solely on such individuals' status and functions as officers,\ndirectors or employees.\n\n          4.18.  Activities Since Interim Financial Statement Date.  Since the\n                 -------------------------------------------------            \ndate of the Interim Financial Statements, there has not been:\n\n          (a)    any damage, destruction or loss, whether or not covered by\n                 insurance, materially and adversely affecting the assets,\n                 properties, financial condition, operating results, prospects\n                 or business of the Company or ITC China (as presently conducted\n                 and as presently proposed to be conducted);\n\n          (b)    any waiver by the Company or ITC China of a valuable right or\n                 of a material debt owed to it;\n\n          (c)    any satisfaction or discharge of any lien, claim or encumbrance\n                 or payment of any obligation by the Company or ITC China,\n                 except such a satisfaction, discharge or payment made in the\n                 ordinary course of business that is not material to the assets,\n                 properties, financial condition, operating results or business\n                 of the Company or ITC China;\n\n          (d)    any material change or amendment to a material contract or\n                 arrangement by which the Company or ITC China or any of their\n                 assets or properties is bound or subject, except for changes or\n                 amendments which are expressly provided for or disclosed in\n                 this Agreement;\n\n          (e)    any material change in any compensation arrangement or\n                 agreement with any present or prospective employee, contractor\n                 or director not approved by the Company's or ITC China's Board\n                 of Directors; or\n\n          (f)    to the Company's knowledge, any other event or condition of any\n                 character which would materially and adversely affect the\n                 assets, \n\n                                      -9-\n\n \n                 properties, financial condition, operating results or business\n                 of the Company or ITC China.\n\n          4.19.  Tax Matters.  The Company has made sufficient provision for,\n                 -----------                                                 \nand has adequate resources to pay, all accrued and unpaid federal, state,\nprovincial, foreign, county and local taxes of each of the Company and ITC\nChina, whether or not assessed or disputed as of the date hereof.  There have\nbeen no examinations or audits of any tax returns or reports by any applicable\nfederal, state or local governmental agency.  Each of the Company and ITC China\nhas duly filed all federal, state, county and local tax returns required to have\nbeen filed by it and paid all taxes shown to be due on such returns.  There are\nin effect no waivers of applicable statutes of limitations with respect to taxes\nfor any year.\n\n          4.20.  Tax Elections.  Neither the Company nor ITC China has elected\n                 -------------                                                \npursuant to the Internal Revenue Code of 1986, as amended (the 'Code'), to be\n                                                                ----         \ntreated as an 'S' corporation or a collapsible corporation pursuant to Section\n341(f) or Section 1362(a) of the Code, nor has the Company or ITC China  made\nany other elections pursuant to the Code (other than elections which relate\nsolely to matters of accounting, depreciation or amortization) which would have\na material affect on the Company or ITC China, their financial conditions, their\nbusinesses as presently conducted or presently proposed to be conducted or any\nof their properties or material assets.\n\n          4.21.  Invention Assignment and Confidentiality Agreement.  The\n                 --------------------------------------------------      \nCompany has caused each employee, officer, consultant and contractor of each of\nthe Company and ITC China to enter into and execute an agreement as to\nassignment to the Company of inventions made during employment and the\nconfidentiality of proprietary information of the Company.\n\n          4.22.  Environmental Matters.  During the period that each of the\n                 ---------------------                                     \nCompany and ITC China has owned or leased its properties and facilities, (a)\nthere have been no disposals, releases or threatened releases of Hazardous\nMaterials (as defined below) on, from or under such properties or facilities,\nand (b) neither the Company nor ITC China, nor to the Company's knowledge any\nthird party, has used, generated, manufactured or stored on, under or about such\nproperties or facilities or transported to or from such properties or facilities\nany Hazardous Materials.  Neither the Company nor ITC China has knowledge of any\npresence, disposals, releases or threatened releases of Hazardous Materials on,\nfrom or under any of such properties or facilities, which may have occurred\nprior to the Company or ITC China having taken possession of any of such\nproperties or facilities.  For purposes of this Agreement, the terms 'disposal',\n                                                                      --------  \n'release', and 'threatened release' shall have the definitions assigned thereto\n -------        ------------------                                             \nby the Comprehensive Environmental Response, Compensation and Liability Act of\n1980, 42 U.S.C. Section 9601 et seq., as amended ('CERCLA').  For the purposes\n                                                   ------                     \nof this Section, 'Hazardous Materials' shall mean any hazardous or toxic\n                  -------------------                                   \nsubstance, material or waste which is regulated under, or defined as a\n'hazardous substance', 'pollutant', 'contaminant', 'toxic chemical', 'hazardous\nmaterial', 'toxic substance', or 'hazardous chemical' under (1) CERCLA; (2) the\nEmergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et\n                                                                            --\nseq.; (3) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et\n---                                                                           --\nseq.; (4) the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (5)\n---                                                                -- ---      \nthe Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.;\n                                                                      -- ---  \n(6) regulations promulgated under any of the above \n\n                                      -10-\n\n \nstatutes; or (7) any applicable state or local statute, ordinance, rule, or\nregulation that has a scope or purpose similar to those statutes identified\nabove.\n\n          4.23.  Interested Party Transactions.  To the best knowledge of the\n                 -----------------------------                               \nCompany, no officer or director of the Company or ITC China or any 'affiliate'\nor 'associate' (as those terms are defined in Rule 405 promulgated under the\nSecurities Act) of any such person has had, either directly or indirectly, a\nmaterial interest in:  (i) any person or entity which purchases from or sells,\nlicenses or furnishes to the Company or ITC China any goods, property,\ntechnology, intellectual or other property rights or services; or (ii) any\ncontract or agreement to which the Company or ITC China is a party or by which\nit may be bound or affected, except that Charles Zhang is a stockholder of a\nChinese entity popularly referred to as 'Sohu.'\n\n          4.24.  Stock Restriction Agreements.  Each person who, pursuant to any\n                 ----------------------------                                   \nbenefit, bonus or incentive plan of the Company or ITC China, holds any\ncurrently outstanding shares of Common Stock or other securities of either the\nCompany or ITC China or any option, warrant or right to acquire such shares or\nother securities, has entered into or is otherwise bound by, an agreement\ngranting the Company or ITC China the right to repurchase the shares for the\noriginal purchase price, or to cancel the unvested portion of the option,\nwarrant or right, in the event the holder's employment or services with the\nCompany or ITC China terminate for any reason, subject to release of such\nrepurchase or cancellation right on terms and conditions specified by the Board\nof Directors of the Company.\n\n          4.25  Year 2000 Compatibility.  All of the Company's and ITC China's\n                -----------------------                                       \nsystems will record, store, process and calculate and present calendar dates\nfalling on and after January 1, 2000, and will calculate any information\ndependent on or relating to such dates in the same manner and with the same\nfunctionality, data integrity and performance as the products recorded, stored,\nprocessed, calculated and presented calendar dates on or before December 31,\n1999, or calculated any information dependent on or relating to such dates\n(collectively 'Year 2000 Compliant').  All of the Company's and ITC China's\nsystems will lose no functionality with respect to the introduction of records\ncontaining dates falling on or after January 1, 2000.  All of the Company's and\nITC China's internal computer systems, including without limitation, its\naccounting systems, are Year 2000 Compliant.\n\n     4B.  REPRESENTATIONS AND WARRANTIES OF CHARLES ZHANG.  Charles Zhang\n          -----------------------------------------------                \nrepresents and warrants to the Investors as follows:\n\n          4B.1   Conflicting Agreements. He is not, as a result of the nature of\n                 ----------------------                                         \nthe business conducted or proposed to be conducted by the Company or for any\nother reason, in violation of (i) any fiduciary or confidential relationship,\n(ii) any term of any contract or covenant (either with the Company or with\nanother entity) relating to employment, patents, proprietary information\ndisclosure, non-competition or non-solicitation, or (iii) any other contract or\nagreement, or any judgment, decree or order of any court or administrative\nagency relating to or affecting the right of Mr. Zhang to be employed by the\nCompany. No such relationship, term, judgment, decree, or order conflicts with\nMr. Zhang's obligations to use his best efforts to promote the interests of the\nCompany nor does the execution and delivery of this Agreement and the\ntransactions contemplated hereby, nor the carrying on of the Company's business\nas an \n\n                                      -11-\n\n \nofficer or key employee of the Company, conflict with any such relationship,\nterm, judgment, decree or order.\n\n          4B.2   Litigation. There is no action, suit or proceeding, or\n                 ----------                                            \ngovernmental inquiry or investigation, pending or, to the best of Mr. Zhang's\nknowledge, threatened against Mr. Zhang and, to the best of his knowledge, there\nis no basis for any such action, suit, proceeding, or governmental inquiry or\ninvestigation.\n\n          4B.3   Stockholder Agreements. Except as contemplated by or disclosed\n                 ----------------------                                        \nin this Agreement, Mr. Zhang is not a party to and has no knowledge of any\nagreements, written or oral, relating to the acquisition, disposition,\nregistration under the Securities Act, or voting of the capital stock of the\nCompany.\n\n     5.   REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.  Each Investor\n          -----------------------------------------------                \nrepresents and warrants to the Company as follows:\n\n          5.1.   Authorization.  This Agreement when executed and delivered by\n                 -------------                                                \nthe Investor will constitute a valid and legally binding obligation of the\nInvestor, subject, as to enforcement of remedies, to applicable bankruptcy,\ninsolvency, moratorium, reorganization and similar laws affecting creditors'\nrights generally and to general equitable principles.\n\n          5.2.   Investigation; Economic Risk. The Investor acknowledges that it\n                 ----------------------------  \nis an 'accredited investor' within the meaning that term as defined in Rule\n50l(a) of Regulation D of the Securities Act (meaning that, in the case of a\ncorporation, partnership, or limited liability company, it either has total\nassets in excess of $5,000,000 and was not formed for the specific purpose of\nacquiring the Shares, or each of its equity owners are 'accredited investors'\nand, in the case of an individual, that the Investor has either (a) net worth\n(or net worth with the Investor's spouse) in excess of $1 million, or net income\n(not including any net income of the Investor's spouse) in excess of $200,000,\nor joint income with the Investor's spouse in excess of $300,000, in each of the\ntwo most recent years, with a reasonable expectation of reaching the same income\nlevel in the current year). The Investor's address as set forth on Exhibit A\nhereto represents its state or other jurisdiction of domicile, upon which the\nCompany may rely for the purpose of complying with applicable state 'Blue Sky'\nlaws. The Investor acknowledges that it has had an opportunity to discuss the\nbusiness, affairs and current prospects of the Company with its officers. The\nInvestor further acknowledges having had access to information about the Company\nthat it has requested. The Investor acknowledges that it is able to fend for\nitself in the transactions contemplated by this Agreement and has the ability to\nbear the economic risks of its investment pursuant to this Agreement.\n\n          5.3.   Purchase for Own Account.  The Shares and the Conversion Shares\n                 ------------------------                                       \nwill be acquired for the Investor's own account, not as a nominee or agent, and\nnot with a view to or in connection with the sale or distribution of any part\nthereof.\n\n          5.4.   Exempt from Registration; Restricted Securities.  The Investor\n                 -----------------------------------------------               \nunderstands that the Shares and the Conversion Shares will not be registered\nunder the Securities Act, on the ground that the sale provided for in this\nAgreement is exempt from registration under the Securities Act, and that the\nreliance of the Company on such exemption is predicated in part \n\n                                      -12-\n\n \non the Investor's representations set forth in this Agreement. The Investor\nunderstands that the Shares and the Conversion Shares being purchased hereunder\nare restricted securities within the meaning of Rule 144 under the Securities\nAct; that the Shares and the Conversion Shares are not registered and must be\nheld indefinitely unless they are subsequently registered or an exemption from\nsuch registration is available.\n\n          5.5.   Restrictive Legends.  It is understood that each certificate\n                 -------------------                                         \nrepresenting (a) the Shares, (b) the Conversion Shares, and (c) any other\nsecurities issued in respect of the any of the foregoing upon any stock split,\nstock dividend, recapitalization, merger or similar event shall be stamped or\notherwise imprinted with a legend substantially in the following form:\n\n     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE\n     SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER THE SECURITIES\n     LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON\n     TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS\n     PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT\n     TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY\n     REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY\n     TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN\n     COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.\n\n          5.6    Removal of Restrictive Legend. The legend set forth above shall\n                 ----------------------------- \nbe removed by the Company from any certificate evidencing Shares or Conversion\nShares upon delivery to the Company of an opinion of counsel, reasonably\nsatisfactory to the Company, that a registration statement under the Securities\nAct is at that time in effect with respect to the legended security or that such\nsecurity can be freely transferred in a public sale without such a registration\nstatement being in effect and that such transfer will not jeopardize the\nexemption or exemptions from registration pursuant to which the Company issued\nthe Shares or Conversion Shares.\n\n          5.7    No Transfer to PRC Entities. No Investor will transfer any of\n                 ---------------------------     \nits Shares to any entity that is organized or domiciled in the PRC.\n\n     6.   COVENANTS OF THE COMPANY.  The Company covenants to each Investor as\n          ------------------------                                            \nfollows:\n\n          6.1    Use of Proceeds. The Company will use the Proceeds from the\n                 ---------------   \nsale of the Shares for business expansion, capital expenditures and general\nworking capital.\n\n          6.2    Initial Public Offering. The Company will use its reasonable\n                 -----------------------       \nefforts to conduct a firm commitment underwritten public offering of its Common\nStock within twelve months after the date hereof.\n\n          6.3    Subsequent Sales.  The Company will not sell or enter into any\n                 ---------------                                              \nagreements to sell shares of Series D Preferred Stock except on terms the same\nas those set forth \n\n                                      -13-\n\n \nin this Agreement and any such sale must occur not later than thirty (30) days\nafter the date hereof.\n\n     7.   CONDITIONS TO THE INVESTORS' OBLIGATIONS AT THE CLOSING. The\n          --------------------------------------------------------    \nobligations of each Investor to purchase the Shares at the Closing are subject\nto the fulfillment, to the satisfaction each Investor, on or before Closing, of\nthe following conditions:\n\n          7.1.   Representations and Warranties Correct. The representations and\n                 --------------------------------------                         \nwarranties made by the Company in Section 4 hereof shall be true and correct as\nof the date of the Closing; and the Company shall have performed all obligations\nand conditions herein required to be performed or observed by it on or before\nthe Closing, with respect to the issuance and sale of the Shares.\n\n          7.2.   Performance of Obligations. The Company shall have performed\n                 --------------------------      \nand complied with all agreements, obligations and conditions contained in this\nAgreement that are required to be performed or complied with by it on or before\nthe Closing, with respect to the issuance and sale of the Shares; and the\nCompany shall have obtained all approvals, consents and qualifications necessary\nto complete the purchases and sales described herein.\n\n          7.3.   Proceedings and Documents.  All corporate and other proceedings\n                 -------------------------                                      \nin connection with the transactions contemplated hereby and all documents and\ninstruments incident to such transactions shall be satisfactory in substance and\nform to the Investor, and the Investor shall have received all such counterpart\noriginals or certified or other copies of such documents as it may reasonably\nrequest.\n\n          7.4.   Consents and Waivers.  The Company shall have obtained any and\n                 --------------------                                          \nall consents and waivers necessary or appropriate for consummation of the\ntransactions contemplated by this Agreement.\n\n          7.5.   Compliance Certificate. At the Closing, the Company shall\n                 ----------------------                                   \ndeliver to each Investor a certificate, dated as of the Closing, signed by the\nCompany's President certifying that the conditions specified in Paragraphs 7.1\nand 7.2 have been fulfilled.\n\n          7.6.   Securities Laws.  The offer and sale of the Shares to the\n                 ---------------                                          \nInvestors pursuant to this Agreement shall be exempt from the registration\nrequirements of the Securities Act and the registration and\/or qualification\nrequirements of all applicable state securities laws.\n\n          7.7.   Amendment to Certificate.  The Certificate shall have been duly\n                 ------------------------                                       \nadopted by the Company by all necessary corporate action of its Board of\nDirectors and stockholders and shall have been duly filed with and accepted by\nthe Secretary of State of the State of Delaware.\n\n          7.8    Execution and Delivery of Other Agreements.  Execution and\n                 ------------------------------------------                \ndelivery of (a) the Investor Rights Agreement (as defined in Section 4.2(c)),\nsubstantially in the form of Exhibit C hereto and (b) a Third Amended and\nRestated Right of First Refusal and Co-Sale Agreement, substantially in the form\nof Exhibit D hereto, dated as of the Closing between the Company, the persons\nlisted on Exhibit B thereto, Charles Zhang, Brant Binder, Nicholas Negroponte\nand Edward B. Roberts (the 'Right of First Refusal and Co-Sale Agreement') in\n\n                                      -14-\n\n \neach case by the parties whose participation is necessary to effectuate such\nrespective amendments.\n\n          7.9.   Opinion of Company's Counsel.  At the Closing each Investor\n                 ----------------------------                               \nshall have received from counsel to the Company an opinion addressed to the\nInvestor, dated the date of the Closing, in form and substance reasonably\nacceptable to the Investor.\n\n          7.10   Due Diligence.  Completion of due diligence to the reasonable\n                 -------------                                                \nsatisfaction of the Investor.\n\n     8.   CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSINGS.  The obligations\n          ---------------------------------------------------                  \nof the Company under this Agreement are subject to the fulfillment, on or before\nthe Closing, of the following conditions:\n\n          8.1.   Representations and Warranties.   The representations and\n                 ------------------------------                           \nwarranties of the Investors contained in Section 5 hereof shall be true as of\nthe Closing.\n\n          8.2.   Payment of Purchase Price.  Each Investor shall have delivered\n                 -------------------------                                     \nto the Company the purchase price in accordance with the provisions of Section\n3.\n\n          8.3.   Certificate Effective.  The Certificate shall have been duly\n                 ---------------------                                       \nadopted by the Company by all necessary corporate action of its Board of\nDirectors and shareholders, and shall have been duly filed with and accepted by\nthe Secretary of State of the State of Delaware.\n\n          8.4.   Securities Exemptions.  The offer and sale of the Shares to the\n                 ---------------------                                          \nInvestors pursuant to this Agreement shall be exempt from the registration\nrequirements of the Securities Act, and the registration and\/or qualification\nrequirements of all applicable state securities laws.\n\n          8.5    Execution of Other Agreements.  Execution and delivery by the\n                 -----------------------------                                \nInvestors of amendments to accommodate and include the Series D therein and the\nInvestors as parties thereto or beneficiaries of rights equivalent to those set\nforth in (a) the Investor Rights Agreement and (b) the Right of First Refusal\nand Co-Sale Agreement.\n\n     9.   MISCELLANEOUS.\n          ------------- \n\n          9.1.   Governing Law. This Agreement shall be governed in all respects\n                 -------------  \nby the laws of the State of Delaware without regard to provisions regarding\nchoice of laws.\n\n          9.2.   Survival.  The representations, warranties, covenants and\n                 --------                                                 \nagreements made herein shall survive any investigation made by any party hereto\nand the closing of all the transactions contemplated hereby.\n\n          9.3.   Successors and Assigns.  Except as otherwise expressly provided\n                 ----------------------                                         \nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors and administrators of the\nparties hereto whose rights or obligations hereunder are affected by such\namendments.  This Agreement and the rights and obligations herein may not be\nassigned by any Investor without the written consent of the Company except to a\nparent \n\n                                      -15-\n\n \ncorporation, a subsidiary or an affiliate. This Agreement and the rights and\nobligations herein may not be assigned by the Company.\n\n          9.4.   Entire Agreement.  This Agreement and the exhibits hereto which\n                 ----------------                                               \nare hereby expressly incorporated herein by this reference constitute the entire\nunderstanding and agreement between the parties with regard to the subjects\nhereof and thereof; provided, however, that nothing in this Agreement shall be\n                    --------  -------                                         \ndeemed to terminate or supersede the provisions of any confidentiality and\nnondisclosure agreements executed by the parties hereto prior to the date\nhereof, which agreements shall continue in full force and effect until\nterminated in accordance with their respective terms.\n\n          9.5.   Notices.  Except as may be otherwise provided herein, all\n                 -------                                                  \nnotices, requests, waivers and other communications made pursuant to this\nAgreement shall be in writing and shall be conclusively deemed to have been duly\ngiven (a) when hand delivered to the other party; (b) when received when sent by\nfacsimile at the address and number set forth below; (c) for notices between\nparties both of which are located in the United States, three business days\nafter deposit in the U.S. mail with first class or certified mail return receipt\nrequested postage prepaid and addressed to the other party as set forth below;\nor (d) when received, if sent by a national overnight delivery service, postage\nprepaid, addressed to the parties as set forth below, provided that the sending\nparty receives a confirmation of delivery from the delivery service provider.\nEach person making a communication hereunder by facsimile shall promptly confirm\nby telephone to the person to whom such communication was addressed each\ncommunication made by it by facsimile pursuant hereto but the absence of such\nconfirmation shall not affect the validity of any such communication.  A party\nmay change or supplement the addresses given below, or designate additional\naddresses, for purposes of this Section 9.5 by giving the other party written\nnotice of the new address in the manner set forth above.\n\n          If to the Company:\n\n          Sohu.com Inc.\n          7 Jianguomen Nei Avenue\n          Bright China Chang An Building\n          Tower 2 Room 519\n          Beijing, China  100005\n          Phone: 011 8610 6510 2165\n          Fax: 011 8610 6510 2159\n\n          with a copy to:\n\n          Goulston &amp; Storrs, P.C.\n          400 Atlantic Avenue\n          Boston, MA 02110\n          Attn: Timothy B. Bancroft\n          Phone: (617) 574-3511\n          Fax: (617) 574-6595\n\n          If to the Investors to the address of such Investors set forth on\n          Exhibit A hereto.\n\n                                      -16-\n\n \n          9.6.   Amendments and Waivers.  Any term of this Agreement may be\n                 ----------------------                                    \namended only with the written consent of the Company and the holders of a\nmajority of the shares of Series D Preferred Stock.\n\n          9.7.   Delays or Omissions.  No delay or omission to exercise any\n                 -------------------                                       \nright, power or remedy accruing to the Company or to any Investor, upon any\nbreach or default of any party hereto under this Agreement, shall impair any\nsuch right, power or remedy of the Company, or the Investor nor shall it be\nconstrued to be a waiver of any such breach or default, or an acquiescence\ntherein, or of any similar breach of default thereafter occurring; nor shall any\nwaiver of any other breach or default theretofore or thereafter occurring.  Any\nwaiver, permit, consent or approval of any kind or character on the part of the\nCompany or any Investor of any breach of default under this Agreement or any\nwaiver on the part of the Company or any Investor of any provisions or\nconditions of this Agreement, must be in writing and shall be effective only to\nthe extent specifically set forth in such writing.  All remedies, either under\nthis Agreement, or by law or otherwise afforded to the Company or any Investor\nshall be cumulative and not alternative.\n\n          9.8.   Legal Fees.  In the event of any action at law, suit in equity\n                 ----------                                                    \nor arbitration proceeding in relation to this Agreement or any Shares or other\nsecurities of the Company issued or to be issued, the prevailing party, shall be\npaid by the other party a reasonable sum for attorney's fees and expenses for\nsuch prevailing party.\n\n          9.9.   Finder's Fees.  Each party (a) represents and warrants to the\n                 -------------                                                \nother party hereto that it has retained no finder or broker in connection with\nthe transactions contemplated by this Agreement, and (b) hereby agrees to\nindemnify and to hold harmless the other party hereto from and against any\nliability for any commission or compensation in the nature of a finder's fee of\nany broker or other person or firm (and the costs and expenses of defending\nagainst such liability or asserted liability) for which the indemnifying party\nor any of its employees or representatives are responsible.\n\n          9.10.  Titles and Subtitles.  The titles of the paragraphs and\n                 --------------------                                   \nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n          9.11.  Counterparts.  This Agreement may be executed in any number of\n                 ------------                                                  \ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n          9.12.  Severability.  Should any provision of this Agreement be\n                 ------------                                            \ndetermined to be illegal or unenforceable, such determination shall not affect\nthe remaining provisions of this Agreement.\n\n          9.13   Protection of Confidential Information.  Confidential or\n                 --------------------------------------                  \nproprietary information disclosed by either party under this Agreement, as well\nas the terms of this Agreement, other than the name and address of each Investor\nand each Investor's investment in the Company, shall be considered confidential\ninformation (the 'Confidential Information') and shall not be disclosed by the\nCompany or any other party to this Agreement to any third party, \n\n                                      -17-\n\n \nsubject to Section 9.14 below. Each party shall immediately notify the other\nparties of any information that comes to its attention which might indicate that\nthere has been a loss of confidentiality with respect to the Confidential\nInformation. In the event that the Company or any other party becomes legally\ncompelled (by statute or regulation or by oral questions, interrogatories,\nrequest for information or documents, subpoena, criminal or civil investigative\ndemand or similar process, including without limitation, in connection with any\npublic or private offering of the Company's capital stock) to disclose any of\nthe Confidential Information, such party (the 'Disclosing Party') shall provide\nthe other party (the 'Non-Disclosing Party') with prompt written notice of that\nfact so that the appropriate party may seek (with the cooperation and reasonable\nefforts of the other parties) a protective order, confidential treatment or\nother appropriate remedy. In such event, the Disclosing Party shall furnish only\nthat portion of the Confidential Information which is legally required and shall\nexercise reasonable efforts to obtain reliable assurance that confidential\ntreatment will be accorded the Confidential Information to the extent reasonably\nrequested by the Non-Disclosing Party. The provisions of this Section 9.13 shall\nbe in addition to, and not in substitution for, the provisions of any separate\nnondisclosure agreement executed by the parties hereto with respect to the\ntransaction contemplated hereby.\n\n          9.14   Disclosure of Terms; Press Releases.  Notwithstanding the\n                 -----------------------------------                      \nprovisions of Section 9.13 above, from and after the Closing, the Company may\ndisclose the existence of this Agreement and the terms hereof, as well as each\nInvestor's investment in the Company solely to the Company's investors,\ninvestment bankers, lenders, accountants, legal counsel, business partners, and\nbona fide prospective investors, employees, lenders and business partners, in\neach case only where such persons or entities are under appropriate\nnondisclosure obligations.  In addition, the Company may disclose the fact that\nany Investor is an investor in the Company to third parties without the\nrequirement of nondisclosure obligations.  The Company may issue a press release\ndisclosing that any Investor has invested in the Company; provided that the\nrelease does not disclose the amount or other specific terms of the investment\nand is approved in advance in writing by the Investors.  Each Investor, at its\nsole discretion, may provide an executive quote or other material regarding its\ninvestment in the Company.  No other announcement regarding an Investor's\ninvestment in the Company in a press conference, in any professional or trade\npublication, in any marketing materials or otherwise to the general public may\nbe made without the prior written consent of such Investor, which consent may be\nwithheld at the sole discretion of the Investor.  Notwithstanding the foregoing,\nan Investor may disclose its investment in the Company to third parties or to\nthe public at its discretion, and the Company shall have the right to disclose\nto third parties any such information disclosed by the Investor in a press\nrelease or other public announcement.  If the Company or an Investor determines\nthat any disclosure not otherwise authorized by this Agreement is required by\nlaw or regulation, then the provisions of Section 9.13 regarding disclosure of\nConfidential Information by a Disclosing Party shall govern.\n\n          9.15   Dispute Resolution.  The parties agree to negotiate in good\n                 ------------------                                         \nfaith to resolve any dispute between them regarding this Agreement. If the\nnegotiations do not resolve the dispute to the reasonable satisfaction of both\nparties, then each party shall nominate one senior officer of the rank of Vice\nPresident or higher as its representative. These representatives shall, within\nthirty (30) days of a written request by either party to call such a meeting,\nmeet in person and alone (except for one assistant for each party) and shall\nattempt in good faith to resolve the dispute. If the disputes cannot be resolved\nby such senior managers in such meeting, the parties \n\n                                      -18-\n\n \nagree that they shall, if requested in writing by either party, meet within\nthirty (30) days after such written notification for one day with an impartial\nmediator and consider dispute resolution alternatives other than litigation. If\nan alternative method of dispute resolution is not agreed upon within thirty\n(30) days after the one day mediation, either party may begin litigation\nproceedings. This procedure shall be a prerequisite before taking any additional\naction hereunder.\n\n                           [SIGNATURE PAGE FOLLOWS]\n\n                                      -19-\n\n \n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year herein above first written.\n\nSOHU.COM INC.\n \n \nBy: ____________________________\nPrinted Name: __________________\nTitle: _________________________\n \n \nLEGEND NEW-TECH INVESTMENT LIMITED\n \n \nBy: ____________________________\nPrinted Name: __________________\nTitle: _________________________\n \nINTERNET CREATIONS LIMITED\n \n \nBy: ____________________________\nPrinted Name: __________________\nTitle: _________________________\n \nHIKARI TSUSHIN, INC.\n \n \nBy: ____________________________\nPrinted Name: __________________\nTitle: _________________________\n\n\n        SIGNATURE PAGES OF SERIES D PREFERRED STOCK PURCHASE AGREEMENT\n\n                                      -20-\n\n \nCHARLES ZHANG\n\nExecuted solely for the purpose of making the representations and warranties set\nforth in Section 4B hereof:\n\n \n________________________________\nCharles C.Y. Zhang\n\n        SIGNATURE PAGES OF SERIES D PREFERRED STOCK PURCHASE AGREEMENT\n\n                                      -21-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43600","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43600","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43600"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43600"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43600"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43600"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}