{"id":43816,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investor-rights-agreement-sohu-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investor-rights-agreement-sohu-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investor-rights-agreement-sohu-com-inc.html","title":{"rendered":"Investor Rights Agreement &#8211; Sohu.com Inc."},"content":{"rendered":"<pre>\n                                 SOHU.COM INC.\n             THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT\n\n     This Third Amended and Restated Investor Rights Agreement (this\n'Agreement') is made and entered into as of February 1, 2000 by and among\n ---------                                                               \nSohu.com Inc., a Delaware corporation (the 'Company') formerly known as Internet\n                                            -------                             \nTechnologies China Incorporated, and the persons and entities who are\nsignatories hereto and listed on Exhibit A hereto (individually, an 'Investor'\n                                                                     -------- \nand, collectively, the 'Investors').\n                        ---------   \n\n                                R E C I T A L S\n                                ---------------\n\n     A.  The Investors have purchased from the Company, and the Company has sold\nto the Investors, shares of the Company's Series B Convertible Preferred Stock\n('Series B Preferred Stock'), the Company's Series B-1 Convertible Preferred\nStock ('Series B-1 Preferred Stock'), the Company's Series C Convertible\nPreferred Stock ('Series C Preferred Stock') or the Company's Series D\nConvertible Preferred Stock ('Series D Preferred Stock') (Series B Preferred\nStock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D\nPreferred Stock together, 'Preferred Stock') on the terms and conditions set\n                           ---------------                                  \nforth in (a) a Series B Preferred Stock Purchase Agreement (the 'Series B\nPurchase Agreement') dated as of March 10, 1998 between the Company and the\nInvestors named therein, (b) a Series B-1 Preferred Stock Purchase Agreement\n(the 'Series B-1 Purchase Agreement') dated as of August 18, 1998 between the\nCompany and the Investor named therein, (c) a Series C Preferred Stock Purchase\nAgreement (the 'Series C Purchase Agreement') dated as of October 18, 1999\nbetween the Company and the Investors named therein and (d) one or more Series D\nPreferred Stock Purchase Agreements between the Company and the Investors named\ntherein (the 'Series D Purchase Agreements', together with the Series B Purchase\nAgreement, the Series B-1 Purchase Agreement and the Series C Purchase\nAgreement, the 'Purchase Agreements').\n                -------------------   \n\n     B.  The Company and the Investors which are parties to the Series B\nPurchase Agreement, the Series B-1 Purchase Agreement and the Series C Purchase\nAgreement (the 'Initial Investors') are parties to a Second Amended and Restated\nInvestor Rights Agreement dated as of October 18, 1999 (the 'Second Amended and\nRestated Investor Rights Agreement');\n\n     C.  Certain of the obligations of the Company and of the Investors which\nare parties thereto under the Series D Purchase Agreements (the 'Additional\nInvestors') are conditioned upon the amendment and restatement of the Second\nAmended and Restated Investor Rights Agreement to add the Additional Investors\nas parties and to make such additional changes as are set forth.\n\n     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual\npromises hereinafter set forth, and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto\nagree as follows:\n\n                                      -1-\n\n \n1.   INFORMATION RIGHTS.\n     ------------------ \n\n     1.1  Information and Inspection Rights.  The Company covenants and agrees\n          ---------------------------------                                   \nthat for so long as an Investor holds any shares of Preferred Stock issued under\nthis Agreement or any of the Purchase Agreements, the Company will deliver to\nsuch Investor: (a) audited annual financial statements within 90 days after the\nend of each fiscal year; (b) unaudited quarterly financial statements within 45\ndays of the end of each fiscal quarter; (c) unaudited monthly financial\nstatements within 30 days of the end of each month; (d) an annual budget for the\nfollowing fiscal year within 30 days prior to the end of each fiscal year; and\n(e) upon the written request by the Investor, such other information as the\nInvestor shall reasonably request, including without limitation tables of stock\nownership in the Company not less frequently than quarterly.  The Company\nfurther covenants and agrees that for so long as an Investor holds any shares of\nPreferred Stock issued under this Agreement or the Purchase Agreements, such\nInvestor shall have standard inspection rights.  These information and\ninspection rights shall terminate upon consummation of an underwritten initial\npublic offering of shares of Common Stock of the Company (the 'IPO').  Following\nthe IPO, the Company shall deliver to the Investor copies of the Company's 10-\nK's, 10-Q's, 8-K's and Annual Reports to Shareholders promptly after such\ndocuments are filed with the SEC.\n\n     1.2  Board Observer.  So long as an Investor holds at least 190,000 shares\n          --------------                                                       \nof Preferred Stock (such number to be proportionately adjusted for stock splits,\nstock dividends, and similar events), the Company will permit a representative\nof such Investor (the 'Observer') to attend all meetings of the Company's Board\nof Directors (the 'Board') and all committees thereof (whether in person,\ntelephonic or other) in a non-voting, observer capacity and shall provide to the\nInvestor, concurrently with the members of the Board, and in the same manner,\nnotice of such meeting and a copy of all materials provided to such members;\nprovided, that if a representative of an Investor is a member of the Board, such\nInvestor shall not have the right to appoint an Observer.\n\n     The Company acknowledges that any Investor will likely have, from time to\ntime, information that may be of interest to the Company ('Information')\nregarding a wide variety of matters including, by way of example only, (1)\nInvestor's technologies, plans and services, and plans and strategies relating\nthereto, (2) current and future investments Investor has made, may make, may\nconsider or may become aware of with respect to other companies and other\ntechnologies, products and services, including, without limitation,\ntechnologies, products and services that may be competitive with the Company's,\nand (3) developments with respect to the technologies, products and services,\nand plans and strategies relating thereto, of other companies, including,\nwithout limitation, companies that may be competitive with the Company.  The\nCompany recognizes that a portion of such Information may be of interest to the\nCompany.  Such Information may or may not be known by the Observer.  The\nCompany, as a material part of the consideration for this Agreement, agrees that\neach Investor and its Observer shall have no duty to disclose any Information to\nthe Company or permit the Company to participate in any projects or investments\nbased on any Information, or to otherwise take advantage of any opportunity that\nmay be of interest to the Company if it were aware of such Information, and\nhereby waives, to the extent permitted by law, any claim based on the corporate\nopportunity doctrine or otherwise that could limit such Investor's ability to\npursue opportunities based on such Information or that \n\n                                      -2-\n\n \nwould require Investor or Observer to disclose any such Information to the\nCompany or offer any opportunity relating thereto to the Company.\n\n     1.3  GAAP Financial Statements.  From and after the date hereof, all\n          -------------------------                                      \naudited and unaudited financial statements prepared by the Company shall be\nprepared in accordance with United States generally accepted accounting\nprinciples (GAAP), and all audits of the Company's financial statements shall be\nconducted by one of the United States based 'Big Five' accounting firms.\n\n2.   REGISTRATION RIGHTS.\n     ------------------- \n\n     2.1  Definitions.  For purposes of this Section 2:\n          -----------                                  \n\n          (a)  Registration.  The terms 'register,' 'registered,' and\n               ------------              --------    ----------      \n'registration' refer to a registration effected by preparing and filing a\n-------------                                                            \nregistration statement in compliance with the Securities Act of 1933, as\namended, (the 'Securities Act'), and the declaration or ordering of\n               --------------                                      \neffectiveness of such registration statement by the SEC.\n\n          (b)  Registrable Securities.  The term 'Registrable Securities' means:\n               ----------------------             ---------------------- \n(1) any Common Stock of the Company issued or to be issued pursuant to\nconversion of any shares of Preferred Stock issued (A) under the Purchase\nAgreements, and (B) pursuant to the Right of Participation (defined in Section 3\nhereof), (2) any shares of Common Stock of the Company issued as (or issuable\nupon the conversion or exercise of any warrant, right or other security which is\nissued as) a dividend or other distribution with respect to, or in exchange for\nor in replacement of, any shares of Preferred Stock described in clause (1) of\nthis subsection (b) and (3) any other Common Stock of the Company owned or\nhereafter acquired by the Investor, provided, however, that shares of Common\nStock of the Company now owned or hereafter acquired by any of Edward B.\nRoberts, Brant C. Binder or Nicholas Negroponte upon the exercise of options or\nwarrants or upon the conversion into Common Stock of shares of Series A\nConvertible Preferred Stock of the Company owned by him shall not be Registrable\nSecurities.  Notwithstanding the foregoing, 'Registrable Securities' shall\nexclude any Registrable Securities sold by a person in a transaction in which\nrights under this Section 2 are not assigned in accordance with this Agreement\nor any Registrable Securities sold in a public offering, whether sold pursuant\nto Rule 144 promulgated under the Securities Act, or in a registered offering,\nor otherwise.\n\n          (c)  Registrable Securities Then Outstanding.  The number of shares of\n               ---------------------------------------                          \n'Registrable Securities then outstanding' shall mean the number of shares of\n ---------------------------------------                                    \nCommon Stock of the Company that are Registrable Securities and are then issued\nand outstanding.\n\n          (d)  Holder.  For purposes of this Section 2, the term 'Holder' means\n               ------                                             ------       \nany person owning of record Registrable Securities that have not been sold to\nthe public or pursuant to Rule 144 promulgated under the Securities Act or any\npermitted assignee of record of such Registrable Securities to whom rights under\nthis Section 2 have been duly assigned in accordance with this Agreement.\n\n                                      -3-\n\n \n          (e)  Form S-3.  The term 'Form S-3' means such form under the\n               --------             --------                           \nSecurities Act as is in effect on the date hereof or any successor registration\nform under the Securities Act subsequently adopted by the SEC which permits\ninclusion or incorporation of substantial information by reference to other\ndocuments filed by the Company with the SEC.\n\n          (f)  SEC.  The term 'SEC' or 'Commission' means the U.S. Securities \n               ---             ---      ----------   \nand Exchange Commission.\n\n     2.2  Demand Registration.\n          ------------------- \n\n          (a)  Request by Holders.  If the Company shall at any time after the\n               ------------------                                             \nCompany's IPO receive a written request from the Holders of at least twenty\npercent (20%) of the Registrable Securities then outstanding that the Company\nfile a registration statement under the Securities Act covering the registration\nof Registrable Securities pursuant to this Section 2.2, then the Company shall,\nwithin ten (10) business days of the receipt of such written request, give\nwritten notice of such request ('Request Notice') to all Holders, and use its\n                                 --------------                              \nbest efforts to effect, as soon as practicable, the registration under the\nSecurities Act of all Registrable Securities that Holders request to be\nregistered and included in such registration by written notice given by such\nHolders to the Company within twenty (20) days after receipt of the Request\nNotice, subject only to the limitations of this Section 2.2; provided that the\n                                                             --------         \nRegistrable Securities requested by all Holders to be registered pursuant to\nsuch request must be at least twelve percent (12%) of all Registrable Securities\nthen outstanding; and provided further that the Company shall not be obligated\n                      -------- -------                                        \nto effect any such registration if the Company has, within the six (6) month\nperiod preceding the date of such request, already effected a registration under\nthe Securities Act pursuant to this Section 2.2, or in which the Holders had an\nopportunity to participate pursuant to the provisions of Section 2.3, other than\na registration from which the Registrable Securities of Holders have been\nexcluded (with respect to all or any portion of the Registrable Securities the\nHolders requested be included in such registration) pursuant to the provisions\nof Section 2.3(a).\n\n          (b)  Underwriting.  If the Holders initiating the registration request\n               ------------                                                     \nunder this Section 2.2 ('Initiating Holders') intend to distribute the\n                         ------------------                           \nRegistrable Securities covered by their request by means of an underwriting,\nthen they shall so advise the Company as a part of their request made pursuant\nto this Section 2.2 and the Company shall include such information in the\nwritten notice referred to in subsection 2.2(a).  In such event, the right of\nany Holder to include his Registrable Securities in such registration shall be\nconditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting (unless\notherwise mutually agreed by a majority in interest of the initiating Holders\nand such Holder) to the extent provided herein.  All Holders proposing to\ndistribute their securities through such underwriting shall enter into an\nunderwriting agreement in customary form with the managing underwriter or\nunderwriters selected for such underwriting by the Holders of a majority of the\nRegistrable Securities being registered and reasonably acceptable to the Company\n(including a market stand-off agreement, as to any shares held by such Holders\nwhich are not being registered, of up to 180 days if required by such\nunderwriter or underwriters).  Notwithstanding any other provision of this\nSection 2.2, if the underwriter(s) advise(s) the Company in writing that\nmarketing factors require a limitation of the number of securities to be\nunderwritten then the Company shall so advise all Holders of Registrable\n\n                                      -4-\n\n \nSecurities which would otherwise be registered and underwritten pursuant hereto,\nand the number of Registrable Securities that may be included in the\nunderwriting shall be reduced as required by the underwriter(s) and allocated\namong the Holders of Registrable Securities on a pro rata basis according to the\nnumber of Registrable Securities then outstanding held by each Holder requesting\nregistration (including the initiating Holders); provided, however, that the\n                                                 --------  -------          \nnumber of shares of Registrable Securities to be included in such underwriting\nand registration shall not be reduced unless all other securities of the Company\nare first entirely excluded from the underwriting and registration.  Any\nRegistrable Securities excluded and withdrawn from such underwriting shall be\nwithdrawn from the registration.\n\n          (c)  Maximum Number of Demand Registrations.  The Company shall be\n               --------------------------------------                       \nobligated to effect only two (2) such registrations pursuant to this Section\n2.2.\n\n          (d)  Deferral.  Notwithstanding the foregoing, if the Company shall\n               --------                                                      \nfurnish to Holders requesting the filing of a registration statement pursuant to\nthis Section 2.2, a certificate signed by the President or Chief Executive\nOfficer of the Company stating that in the good faith judgment of the Board, it\nwould be materially detrimental to the Company and its stockholders for such\nregistration statement to be filed, then the Company shall have the right to\ndefer such filing for a period of not more than ninety (90) days after receipt\nof the request of the initiating Holders; provided, however, that the Company\n                                          --------  -------                  \nmay not utilize this right more than once in any twelve (12) month period.\n\n          (e)  Expenses.  All expenses incurred in connection with any\n               --------                                               \nregistration pursuant to this Section 2.2, including without limitation all\nfederal and 'blue sky' registration, filing and qualification fees, printer's\nand accounting fees, and fees and disbursements of counsel for the Company (but\nexcluding underwriters' discounts and commissions relating to shares sold by the\nHolders and legal fees of counsel for the Holders), shall be borne by the\nCompany.  Each Holder participating in a registration pursuant to this Section\n2.2 shall bear such Holder's proportionate share (based on the total number of\nshares sold in such registration other than for the account of the Company) of\nall discounts, commissions or other amounts payable to underwriter(s) or\nbrokers, and the Holders' legal fees, in connection with such offering by the\nHolders.  Notwithstanding the foregoing, the Company shall not be required to\npay for any expenses of any registration proceeding begun pursuant to this\nSection 2.2 if the registration request is subsequently withdrawn at the request\nof the Holders of a majority of the Registrable Securities to be registered,\nunless the Holders of a majority of the Registrable Securities then outstanding\nagree that such registration constitutes the use by the Holders of one (1)\ndemand registration pursuant to this Section 2.2 (in which case such\nregistration shall also constitute the use by all Holders of Registrable\nSecurities of one (1) such demand registration); provided, further, however,\n                                                 --------  -------  ------- \nthat if at the time of such withdrawal, the Holders have learned of a material\nadverse change in the condition, business, or prospects of the Company not known\nto the Holders at the time of their request for such registration and have\nwithdrawn their request for registration with reasonable promptness after\nlearning of such material adverse change, then the Holders shall not be required\nto pay any of such expenses and such registration shall not constitute the use\nof a demand registration pursuant to this Section 2.2.\n\n                                      -5-\n\n \n     2.3  Piggyback Registrations.  The Company shall notify all Holders of\n          -----------------------                                          \nRegistrable Securities in writing at least thirty (30) days prior to filing any\nregistration statement, after the Company's IPO, under the Securities Act for\npurposes of effecting a public offering of securities of the Company (including,\nbut not limited to, registration statements relating to secondary offerings of\nsecurities of the Company, but excluding registration statements relating to any\n                               ---------                                        \nregistration under Section 2.2 or Section 2.4 of this Agreement or to any\nemployee benefit plan or a corporate reorganization) and will afford each such\nHolder an opportunity to include in such registration statement all or any part\nof the Registrable Securities then held by such Holder.  Each Holder desiring to\ninclude in any such registration statement all or any part of the Registrable\nSecurities held by such Holder shall within twenty (20) days after receipt of\nthe above-described notice from the Company, so notify the Company in writing,\nand in such notice shall inform the Company of the number of Registrable\nSecurities such Holder wishes to include in such registration statement.  If a\nHolder decides not to include all of its Registrable Securities in any\nregistration statement thereafter filed by the Company, such Holder shall\nnevertheless continue to have the right to include any Registrable Securities in\nany subsequent registration statement or registration statements as may be filed\nby the Company with respect to offerings of its securities, all upon the terms\nand conditions set forth herein.\n\n          (a) Underwriting.  If a registration statement under which the Company\n              ------------                                                      \ngives notice under this Section 2.3 is for an underwritten offering, then the\nCompany shall so advise the Holders of Registrable Securities.  In such event,\nthe right of any such Holder's Registrable Securities to be included in a\nregistration pursuant to this Section 2.3 shall be conditioned upon such\nHolder's participation in such underwriting and the inclusion of such Holder's\nRegistrable Securities in the underwriting to the extent provided herein.  All\nHolders proposing to distribute their Registrable Securities through such\nunderwriting shall enter into an underwriting agreement in customary form with\nthe managing underwriter or underwriters selected for such underwriting\n(including a market stand-off agreement of up to 180 days if required by such\nunderwriter or underwriters, but in no event more restrictive than any agreement\nrequired to be signed by the officers, directors and other major stockholders of\nthe Company).  Notwithstanding any other provision of this Agreement, if the\nmanaging underwriter(s) determine(s) in good faith that marketing factors\nrequire a limitation of the number of shares to be underwritten, then the\nmanaging underwriter(s) may exclude shares (including up to eighty percent (80%)\nof the Registrable Securities) from the registration and the underwriting, and\nthe number of shares that may be included in the registration and the\nunderwriting shall be allocated, first to the Company, and second, to each of\n                                 -----                     ------            \nthe Holders requesting inclusion of their Registrable Securities in such\nregistration statement on a pro rata basis based on the total number of\nRegistrable Securities then held by each such Holder; provided, however, that\n                                                      --------  -------      \nthe right of the underwriter(s) to exclude shares (including Registrable\nSecurities) from the registration and underwriting as described above shall be\nrestricted so that (i) the number of Registrable Securities included in any such\nregistration is not reduced below twenty-five percent (25%) of the aggregate\nnumber of Registrable Securities for which inclusion has been requested; and\n(ii) all shares that are not Registrable Securities and are held by any other\nperson, including, without limitation, any person who is an employee, officer or\ndirector of the Company (or any subsidiary of the Company) shall first be\nexcluded from such registration and underwriting before any Registrable\nSecurities are so excluded.  If any Holder disapproves of the terms of any such\nunderwriting, such Holder may elect to withdraw therefrom by written notice to\nthe Company and the underwriter(s), delivered at \n\n                                      -6-\n\n \nleast ten (10) business days prior to the effective date of the registration\nstatement. Any Registrable Securities excluded or withdrawn from such\nunderwriting shall be excluded and withdrawn from the registration. For any\nHolder that is a partnership, the Holder and the partners and retired partners\nof such Holder, or the estates and family members of any such partners and\nretired partners and any trusts for the benefit of any of the foregoing persons,\nand for any Holder that is a corporation, the Holder and all corporations that\nare affiliates of such Holder shall be deemed to be a single 'Holder,' and any\npro rata reduction with respect to such 'Holder' shall be based upon the\naggregate amount of shares carrying registration rights owned by all entities\nand individuals included in such 'Holder,' as defined in this sentence.\n\n          (b)  Expenses.  All expenses incurred in connection with a \n               --------                                                  \nregistration pursuant to this Section 2.3 (excluding underwriters' and brokers'\ndiscounts and commissions relating to shares sold by the Holders and legal fees\nof counsel for the Holders), including, without limitation all federal and 'blue\nsky' registration, filing and qualification fees, printers' and accounting fees,\nand fees and disbursements of counsel for the Company, shall be borne by the\nCompany.\n\n          (c)  Not Demand Registration.  Registration pursuant to this Section\n               -----------------------                                        \n2.3 shall not be deemed to be a demand registration as described in Section 2.2\nabove.  Except as otherwise provided herein, there shall be no limit on the\nnumber of times the Holders may request registration of Registrable Securities\nunder this Section 2.3.\n\n     2.4  Form S-3 Registration.  In case the Company shall at any time after\n          ---------------------                                              \nthe first anniversary of the date hereof receive from any Holder of Registrable\nSecurities a written request or requests that the Company effect a registration\non Form S-3 and any related qualification or compliance with respect to all or a\npart of the Registrable Securities owned by such Holder or Holders, then the\nCompany will:\n\n          (a)  Notice.  Promptly give written notice of the proposed \n               ------                                       \nregistration and the Holder's or Holders' request therefor, and any related\nqualification or compliance, to all other Holders of Registrable Securities; and\n\n          (b)  Registration.  As soon as practicable, effect such registration\n               ------------                                                   \nand all such qualifications and compliances as may be so requested and as would\npermit or facilitate the sale and distribution of all or such portion of such\nHolder's or Holders' Registrable Securities as are specified in such request,\ntogether with all or such portion of the Registrable Securities of any other\nHolder or Holders joining in such request as are specified in a written request\ngiven within twenty (20) days after the Company provides the notice contemplated\nby Section 2.4(a); provided, however, that the Company shall not be obligated to\n                   --------  -------                                            \neffect any such registration, qualification or compliance pursuant to this\nSection 2.4:\n\n               (1)  if Form S-3 is not available for such offering by the\nHolders;\n\n               (2)  if the Holders, together with the holders of any other\nsecurities of the Company entitled to inclusion in such registration, propose to\nsell Registrable Securities and such other securities (if any) at an aggregate\nprice to the public of less than $500,000;\n\n                                      -7-\n\n \n               (3)  if the Company shall furnish to the Holders a certificate\nsigned by the President or Chief Executive Officer of the Company stating that\nin the good faith judgment of the Board of Directors of the Company, it would be\nmaterially detrimental to the Company and its shareholders for such Form S-3\nRegistration to be effected at such time, in which event the Company shall have\nthe right to defer the filing of the Form S-3 registration statement no more\nthan once during any twelve month period for a period of not more than ninety\n(90) days after receipt of the request of the Holder or Holders under this\nSection 2.4;\n\n               (4)  if the Company has, within the six (6) month period\npreceding the date of such request, already effected a registration under the\nSecurities Act other than a registration from which the Registrable Securities\nof Holders have been excluded (with respect to all or any portion of the\nRegistrable Securities the Holders requested be included in such registration)\npursuant to the provisions of Section 2.3(a); or\n\n               (5)  in any particular jurisdiction in which the Company would be\nrequired to qualify to do business or to execute a general consent to service of\nprocess in effecting such registration, qualification or compliance.\n\n          (c)  Expenses.  The Company shall pay all expenses incurred in\n               --------                                                 \nconnection with each registration requested pursuant to this Section 2.4,\n(excluding underwriters' or brokers' discounts and commissions relating to\nshares sold by the Holders and legal fees of counsel for the Holders), including\nwithout limitation federal and 'blue sky' registration, filing and qualification\nfees, printers' and accounting fees, and fees and disbursements of counsel.\n\n          (d)  Deferral.  Notwithstanding the foregoing, if the Company shall\n               --------                                                      \nfurnish to Holders requesting the filing of a registration statement pursuant to\nthis Section 2.4, a certificate signed by the President or Chief Executive\nOfficer of the Company stating that in the good faith judgment of the Board, it\nwould be materially detrimental to the Company and its stockholders for such\nregistration statement to be filed, then the Company shall have the right to\ndefer such filing for a period of not more than ninety (90) days after receipt\nof the request of the initiating Holders; provided, however, that the Company\n                                          --------  -------                  \nmay not utilize this right more than once in any twelve (12) month period.\n\n          (e)  Not Demand Registration.  Form S-3 registrations shall not be\n               -----------------------                                      \ndeemed to be demand registrations as described in Section 2.2 above.  Except as\notherwise provided herein, there shall be no limit on the number of times the\nHolders may request registration of Registrable Securities under this Section\n2.4.\n\n     2.5  Obligations of the Company.  Whenever required to effect the\n          --------------------------                                  \nregistration of any Registrable Securities under this Agreement the Company\nshall, as expeditiously as reasonably possible:\n\n          (a)  Registration Statement.  Prepare and file with the SEC a\n               ----------------------                                  \nregistration statement with respect to such Registrable Securities and use its\nbest efforts to cause such registration statement to become effective, provided,\n                                                                       -------- \nhowever, that the Company shall not be required to keep any such registration\n-------                                                                      \nstatement effective for more than one hundred eighty (180) days.\n\n                                      -8-\n\n \n          (b)  Amendments and Supplements.  Prepare and file with the SEC such\n               --------------------------                                     \namendments and supplements to such registration statement and the prospectus\nused in connection with such registration statement as may be necessary to\ncomply with the provisions of the Securities Act with respect to the disposition\nof all securities covered by such registration statement.\n\n          (c)  Prospectuses.  Furnish to the Holders such number of copies of a\n               ------------                                                    \nprospectus, including a preliminary prospectus, in conformity with the\nrequirements of the Securities Act, and such other documents as they may\nreasonably request in order to facilitate the disposition of the Registrable\nSecurities owned by them that are included in such registration.\n\n          (d)  Blue Sky.  Use its best efforts to register and qualify the\n               --------                                                   \nsecurities covered by such registration statement under such other securities or\nBlue Sky laws of such jurisdictions as shall be reasonably requested by the\nHolders, provided that the Company shall not be required in connection therewith\nor as a condition thereto to qualify to do business or to file a general consent\nto service of process in any such states or jurisdictions.\n\n          (e)  Underwriting.  In the event of any underwritten public offering,\n               ------------                                                    \nenter into and perform its obligations under an underwriting agreement in usual\nand customary form, with the managing underwriter(s) of such offering.  Each\nHolder participating in such underwriting shall also enter into and perform its\nobligations under such an agreement.\n\n          (f)  Notification.  Notify each Holder of Registrable Securities\n               ------------                                               \ncovered by such registration statement at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act of the happening of\nany event as a result of which the prospectus included in such registration\nstatement, as then in effect, includes an untrue statement of a material fact or\nomits to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading in the light of the circumstances\nthen existing.\n\n          (g)  Opinion and Comfort Letter.  Furnish, at the request of any \n               --------------------------                                  \nHolder requesting registration of Registrable Securities, on the date that such\nRegistrable Securities are delivered to the underwriter(s) for sale, if such\nsecurities are being sold through underwriters, or, if such securities are not\nbeing sold through underwriters, on the date that the registration statement\nwith respect to such securities becomes effective, (i) an opinion, dated as of\nsuch date, of the counsel representing the Company for the purposes of such\nregistration, in form and substance as is customarily given to underwriters in\nan underwritten public offering and reasonably satisfactory to a majority in\ninterest of the Holders requesting registration, addressed to the underwriters,\nif any, and to the Holders requesting registration of Registrable Securities and\n(ii) a 'comfort' letter dated as of such date, from the independent certified\npublic accountants of the Company, in form and substance as is customarily given\nby independent certified public accountants to underwriters in an underwritten\npublic offering and reasonably satisfactory to a majority in interest of the\nHolders requesting registration, addressed to the underwriters, if any, and to\nthe Holders requesting registration of Registrable Securities.\n\n          (h)  Exchange or Nasdaq National Market.  Use reasonable efforts to\n               ----------------------------------                            \nlist such Registrable Securities on any securities exchange or other self-\nregulatory organization, such as \n\n                                      -9-\n\n \nthe Nasdaq National Market, on which the Company's Common Stock is then listed,\nand to comply with all applicable regulations of the SEC.\n\n     2.6  Furnish Information.  It shall be a condition precedent to the\n          -------------------                                           \nobligations of the Company to take any action pursuant to Sections 2.2, 2.3 or\n2.4 that the selling Holders shall furnish to the Company such information\nregarding themselves, the Registrable Securities held by them, and the intended\nmethod of disposition of such securities as shall be required to timely effect\nthe Registration of their Registrable Securities.\n\n     2.7  Indemnification.  In the event any Registrable Securities are included\n          ---------------                                                       \nin a registration statement under Sections 2.2, 2.3 or 2.4:\n\n          (a)  By the Company.  To the extent permitted by law; the Company will\n               --------------                                                   \nindemnify and hold harmless each Holder, the partners, officers and directors of\neach Holder, any underwriter (as determined in the Securities Act) for such\nHolder and each person, if any, who controls such Holder or underwriter within\nthe meaning of the Securities Act or the Securities Exchange Act of 1934, as\namended, (the '1934 Act'), against any losses, claims, damages, or liabilities\n               --------                                                       \n(joint or several) to which they may become subject under the Securities Act,\nthe 1934 Act or other federal or state law, insofar as such losses, claims,\ndamages, or liabilities (or actions in respect thereof) arise out of or are\nbased upon any of the following statements, omissions or violations\n(collectively a 'Violation'):\n                 ---------   \n\n               (i)   any untrue statement or alleged untrue statement of a\n          material fact contained in such registration statement, including any\n          preliminary prospectus or final prospectus contained therein or any\n          amendments or supplements thereto;\n\n               (ii)  the omission or alleged omission to state therein a\n          material fact required to be stated therein, or necessary to make the\n          statements therein not misleading; or\n\n               (iii) any violation or alleged violation by the Company of the\n          Securities Act, the 1934 Act, any federal or state securities law or\n          any rule or regulation promulgated under the Securities Act, the 1934\n          Act or any federal or state securities law in connection with the\n          offering covered by such registration statement;\n\nand the Company will reimburse each such Holder, partner, officer or director,\nunderwriter or controlling person for any legal or other expenses reasonably\nincurred by them, as incurred, in connection with investigating or defending any\nsuch loss, claim, damage, liability or action; provided, however, that the\n                                               --------  -------          \nindemnity agreement contained in this subsection 2.7(a) shall not apply to\namounts paid in settlement of any such loss, claim, damage, liability or action\nif such settlement is effected without the consent of the Company (which consent\nshall not be unreasonably withheld), nor shall the Company be liable in any such\ncase for any such loss, claim, damage, liability or action to the extent that it\narises out of or is based upon a Violation which occurs in reliance upon and in\nconformity with written information furnished expressly for use in connection\nwith such registration by such Holder, partner, officer, director, underwriter\nor controlling person of such Holder.\n\n                                      -10-\n\n \n          (b) By Selling Holders.  To the extent permitted by law, each selling\n              ------------------                                               \nHolder (if Registrable Securities held by such Holder are included in the\nsecurities as to which such registration, qualification or compliance is being\neffected) will indemnify and hold harmless the Company, each of its directors,\neach of its officers who have signed the registration statement, each person, if\nany, who controls the Company within the meaning of the Securities Act, any\nunderwriter and any other Holder selling securities under such registration\nstatement or any of such other Holder's partners, directors or officers or any\nperson who controls such other Holder within the meaning of the Securities Act\nor the 1934 Act, against any losses, claims, damages or liabilities (joint or\nseveral) to which the Company or any such director, officer, controlling person,\nunderwriter or such other Holder, partner or director, officer or controlling\nperson of such other Holder may become subject under the Securities Act, the\n1934 Act or other federal or state law, insofar as such losses, claims, damages\nor liabilities (or actions in respect thereto) arise out of or are based upon\nany Violation, in each case to the extent (and only to the extent) that such\nViolation occurs in reliance upon and in conformity with written information\nfurnished by such Holder expressly for use in connection with such registration;\nand each such Holder will reimburse any legal or other expenses reasonably\nincurred by the Company or any such director, officer, controlling person,\nunderwriter or other Holder, partner, officer, director or controlling person of\nsuch other Holder in connection with investigating or defending any such loss,\nclaim, damage, liability or action: provided, however, that the indemnity\n                                    --------  -------                    \nagreement contained in this subsection 2.7(b) shall not apply to amounts paid in\nsettlement of any such loss, claim, damage, liability or action if such\nsettlement is effected without the consent of the Holder, which consent shall\nnot be unreasonably withheld; and provided, further, that the total amounts\n                                  --------  -------                        \npayable in indemnity by a Holder under this Section 2.7(b) in respect of any\nViolation shall not exceed the net proceeds received by such Holder in the\nregistered offering out of which such Violation arises.\n\n          (c) Notice.  Promptly after receipt by an indemnified party under this\n              ------                                                            \nSection 2.7 of notice of the commencement of any action (including any\ngovernmental action), such indemnified party will, if a claim in respect thereof\nis to be made against any indemnifying party under this Section 2.7, deliver to\nthe indemnifying party a written notice of the commencement thereof and the\nindemnifying party shall have the right to participate in, and, to the extent\nthe indemnifying party so desires, jointly with any other indemnifying party\nsimilarly noticed, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an indemnified party shall\n                             --------  -------                                 \nhave the right to retain its own counsel, with the fees and expenses to be paid\nby the indemnifying party, if representation of such indemnified party by the\ncounsel retained by the indemnifying party would be inappropriate due to actual\nor potential conflict of interests between such indemnified party and any other\nparty represented by such counsel in such proceeding.  The failure to deliver\nwritten notice to the indemnifying party within a reasonable time of the\ncommencement of any such action shall relieve such indemnifying party of\nliability to the indemnified party under this Section 2.7 to the extent the\nindemnifying party is prejudiced as a result thereof, but the omission so to\ndeliver written notice to the indemnified party will not relieve it of any\nliability that it may have to any indemnified party otherwise than under this\nSection 2.7.\n\n          (d) Defect Eliminated in Final Prospectus.  The foregoing indemnity\n              -------------------------------------                          \nagreements of the Company and Holders are subject to the condition that, insofar\nas they relate to \n\n                                      -11-\n\n \nany Violation made in a preliminary prospectus but eliminated or remedied in the\namended prospectus on file with the SEC at the time the registration statement\nin question becomes effective or the amended prospectus filed with the SEC\npursuant to SEC Rule 424(b) (the 'Final Prospectus'), such indemnity agreement\n                                  ----------------        \nshall not inure to the benefit of any person if a copy of the Final Prospectus\nwas timely furnished to the indemnified party and was not furnished to the\nperson asserting the loss, liability, claim or damage at or prior to the time\nsuch action is required by the Securities Act.\n\n          (e) Contribution.  In order to provide for just and equitable\n              ------------                                             \ncontribution to joint liability under the Securities Act in any case in which\neither (i) any Holder exercising rights under this Agreement, or any controlling\nperson of any such Holder, makes a claim for indemnification pursuant to this\nSection 2.7 but it is judicially determined (by the entry of a final judgment or\ndecree by a court of competent jurisdiction and the expiration of time to appeal\nor the denial of the last right of appeal) that such indemnification may not be\nenforced in such case notwithstanding the fact that this Section 2.7 provides\nfor indemnification in such case, or (ii) contribution under the Securities Act\nmay be required on the part of any such selling Holder or any such controlling\nperson in circumstances for which indemnification is provided under this Section\n2.7; then, and in each such case, the Company and such Holder will contribute to\nthe aggregate losses, claims, damages or liabilities to which they may be\nsubject (after contribution from others) in such proportion so that such Holder\nis responsible for the portion represented by the percentage that the public\noffering price of its Registrable Securities offered by and sold under the\nregistration statement bears to the public offering price of all securities\noffered by and sold under such registration statement, and the Company and other\nselling Holders are responsible for the remaining portion; provided, however,\n                                                           --------  ------- \nthat, in any such case: (A) no such Holder will be required to contribute any\namount in excess of net proceeds of all such Registrable Securities offered and\nsold by such Holder pursuant to such registration statement; and (B) no person\nor entity guilty of fraudulent misrepresentation (within the meaning of Section\n11(f) of the Securities Act) will be entitled to contribution from any person or\nentity who was not guilty of such fraudulent misrepresentation.\n\n          (f) Survival.  The obligations of the Company and Holders under this\n              --------                                                        \nSection 2.7 shall survive until the sixth anniversary of the completion of any\noffering of Registrable Securities in a registration statement, regardless of\nthe expiration of any statutes of limitation or extensions of such statutes.\n\n     2.8  Termination of the Company's Obligations.  The Company shall have no\n          ----------------------------------------                            \nobligations pursuant to Sections 2.2 through 2.4 with respect to any Registrable\nSecurities proposed to be sold by a Holder in a registration pursuant to Section\n2.2, 2.3 or 2.4 if, in the opinion of counsel to the Company, all such\nRegistrable Securities proposed to be sold by a Holder may then be sold under\nRule 144 in one transaction without exceeding the volume limitations thereunder.\n\n     2.9  No Registration Rights to Third Parties.  Without the prior written\n          ---------------------------------------                            \nconsent of the Holders of at least eighty percent (80%) of the Registrable\nSecurities then outstanding, the Company covenants and agrees that it shall not\ngrant, or cause or permit to be created, for the benefit of any person or entity\nany registration rights of any kind (whether similar to the demand, \n\n                                      -12-\n\n \n'piggyback' or Form S-3 registration rights described in this Article 2, or\notherwise) relating to any other voting securities of the Company, other than\nrights that are subordinate in right to the Investors as to cutbacks.\n\n3.   RIGHT OF PARTICIPATION.\n     ---------------------- \n\n     3.1  General.  Each Investor and any permitted assign of an Investor (each,\n          -------                                                               \na 'Participation Rights Holder') shall have the right of first refusal to\n   ---------------------------                                           \npurchase such Participation Rights Holder's Pro Rata Share (as defined below),\nof all (or any part) of any New Securities (as defined in Section 3.3) that the\nCompany may from time to time issue after the date of this Agreement (the 'Right\n                                                                           -----\nof Participation').\n----------------   \n\n     3.2  Pro Rata Share.  A Participation Rights Holder's 'Pro Rata Share' for\n          --------------                                    --------------     \npurposes of the Right of Participation is the ratio of (a) the number of\nRegistrable Securities held by such Participation Rights Holder, to (b) the\ntotal number of outstanding shares of Common Stock of the Company on a fully-\ndiluted, as-converted basis.  Each Holder shall have a right of over-\nsubscription such that if any Holder fails to exercise its right hereunder to\npurchase its pro rata share of New Securities, the other Holders may purchase\nthe non-purchasing Holder's portion on a pro rata basis within ten (10) days\nfrom the date such non-purchasing Holder fails to exercise its rights hereunder\nto purchase its pro rata share of New Securities.\n\n     3.3  New Securities.  'New Securities' shall mean any Preferred Stock,\n          --------------    --------------                                 \nother preferred stock of the Company, Common Stock or other voting capital stock\nof the Company, whether now authorized or not, and rights, options or warrants\nto purchase any such securities, and securities of any other type whatsoever\nthat are, or may become, convertible or exchangeable into such Preferred Stock,\nother preferred stock, Common Stock or other capital stock, provided, however,\n                                                            --------  ------- \nthat the term 'New Securities' shall not include:\n\n     (a)  up to 830,625 shares of the Company's Common Stock (and\/or options or\n          warrants therefor) issued to employees, officers, directors,\n          contractors, advisors or consultants of the Company pursuant to\n          incentive agreements or incentive plans approved by the Board;\n\n     (b)  any shares of Preferred Stock issued under any of the Purchase\n          Agreements, as such agreement may be amended;\n\n     (c)  any securities issued upon conversion of shares of Preferred Stock\n          issued under any of the Purchase Agreements;\n\n     (d)  any securities issued in connection with any stock split stock,\n          dividend or other similar event in which all Participation Rights\n          Holders are entitled to participate on a pro rata basis;\n\n     (e)  any securities issued upon the exercise, conversion or exchange of any\n          outstanding security if such outstanding security constituted a New\n          Security;\n\n                                      -13-\n\n \n     (f)  any securities issued pursuant to the acquisition of another\n          corporation or entity by the Company by consolidation, merger,\n          purchase of assets, or other reorganization in which the Company\n          acquires, in a single transaction or series of related transactions,\n          assets of such other corporation or entity or fifty percent (50%) or\n          more of the voting power of such other corporation or entity or fifty\n          percent (50%) or more of the equity ownership of such other entity; or\n\n     (g)  any securities offered by the Company in a transaction registered\n          under the Securities Act.\n\n     3.4  Procedures.  In the event that the Company proposes to undertake an\n          ----------                                                         \nissuance of New Securities (in a single transaction or a series of related\ntransactions), it shall give to each Participation Rights Holder written notice\nof its intention to issue New Securities (the 'Participation Notice'),\n                                               --------------------   \ndescribing the amount and the type of New Securities and the price and the\ngeneral terms upon which the Company proposes to issue such New Securities.\nEach Participation Rights Holder shall have fifteen (15) business days from the\ndate of receipt of any such Participation Notice to agree in writing to purchase\nsuch Participation Rights Holder's Pro Rata Share of such New Securities for the\nprice and upon the terms and conditions specified in the Participation Notice by\ngiving written notice to the Company and stating therein the quantity of New\nSecurities to be purchased (not to exceed such Participation Rights Holder's Pro\nRata Share).  If any Participation Rights Holder fails to so agree in writing\nwithin such fifteen (15) business day period to purchase such Participation\nRights Holder's full Pro Rata Share of an offering of New Securities, then such\nParticipation Rights Holder shall forfeit the right hereunder to purchase that\npart of its Pro Rata Share of such New Securities that it did not so agree to\npurchase.  Such Participation Rights Holder shall purchase the portion elected\nby such Participation Rights Holder concurrently with the closing of the\ntransaction triggering the Right of Participation.\n\n     3.5  Failure to Exercise.  Upon the expiration of such ten (10) day period,\n          -------------------                                                   \nthe Company shall have 60 days thereafter to sell the New Securities described\nin the Participation Notice (with respect to which the Participation Rights\nHolders' rights of first refusal hereunder were not exercised) at the same or\nhigher price and upon non-price terms not materially more favorable to the\npurchasers thereof than specified in the Participation Notice.  In the event\nthat the Company has not issued and sold such New Securities within such 60 day\nperiod, then the Company shall not thereafter issue or sell any New Securities\nwithout again first offering such New Securities to the Participation Rights\nHolders pursuant to this Section 3.\n\n     3.6  Termination.  The Right of Participation for the Holders shall\n          -----------                                                   \nterminate upon the first date that Investors and their Affiliates (as defined in\nRule 144 under the Securities Act) collectively hold neither (i) more than\n250,000 shares of Series B Preferred Stock of the Company (such number to be\nproportionately adjusted for stock splits, stock dividends and similar events),\n(ii) more than 200,000 shares of Series C Preferred Stock of the Company (such\nnumber to be proportionately adjusted for stock splits, stock dividends and\nsimilar events) nor (iii) more than 100,000 shares of Series D Preferred Stock\nof the Company (such number to be proportionately adjusted for stock splits,\nstock dividends and similar events).\n\n                                      -14-\n\n \n4.   ASSIGNMENT AND AMENDMENT.\n     ------------------------ \n\n     4.1  Assignment.  Notwithstanding anything herein to the contrary:\n          ----------                                                   \n\n          (a) Information Rights.  The rights of the Investor under Section 1.1\n              ------------------                                               \nare transferable to any Holder (including the parent, affiliate or subsidiary of\nthe Investor); provided, however, that no party may be assigned any of the\n               --------  --------                                         \nforegoing rights unless the Company is given written notice by the assigning\nparty at the time of such assignment stating the name and address of the\nassignee and identifying the securities of the Company as to which the rights in\nquestion are being assigned; provided further that any such assignee shall\n                             -------- -------                             \nreceive such assigned rights subject to all the terms and conditions of this\nAgreement, including without limitation the provisions of this Section 4; and\nprovided further that no party may assign any of the foregoing rights to any\n-------- -------                                                            \nentity that is organized or domiciled in the PRC.\n\n          (b) Registration Rights.  The registration rights of the Investor\n              -------------------                                          \nunder Section 2 hereof may be assigned or transferred to any Holder (including\nthe parent, affiliate or subsidiary of the Investor); provided, however, that no\n                                                      --------  -------         \nparty may be assigned any of the foregoing rights unless the Company is given\nwritten notice by the assigning party at the time of such assignment stating the\nname and address of the assignee and identifying the securities of the Company\nas to which the rights in question are being assigned; provided further that any\n                                                       ----------------         \nsuch assignee shall receive such assigned rights subject to all the terms and\nconditions of this Agreement, including without limitation the provisions of\nthis Section 4; and provided further that no party may assign any of the\n                    -------- -------                                    \nforegoing rights to any entity that is organized or domiciled in the PRC.\n\n          (c) Rights of Participation.  The rights of the Investor under\n              -----------------------                                   \nSections 3 hereof are fully assignable and transferable to any Holder (including\nthe parent, affiliate or subsidiary of the Investor); provided, however, that no\n                                                      --------  -------         \nparty may be assigned any of the foregoing rights unless the Company is given\nwritten notice by the Investor at the time of such assignment stating the name\nand address of the assignee and identifying the securities of the Company as to\nwhich the rights in question are being assigned; provided further that any such\n                                                 ----------------              \nassignee shall receive such assigned rights subject to all the terms and\nconditions of this Agreement; and provided further that no party may assign any\n                                  -------- -------                             \nof the foregoing rights to any entity that is organized or domiciled in the PRC.\n\n     4.2  Amendment of Rights.  Any provision of this Agreement may be amended\n          -------------------                                                 \nand the observance thereof may be waived (either generally or in a particular\ninstance and either retroactively or prospectively), only with the written\nconsent of the Company and the Holders of eighty percent (80%) of the\nRegistrable Securities then outstanding and entitled to the registration rights\nset forth in Section 2 hereof; provided, however, that, subject to compliance\nwith the provisions of the Series D Purchase Agreement dated as of January 29,\n2000, this Agreement may be amended with the written consent of the Company to\nadd as 'Additional Investors' parties hereto any subsequent purchasers of Series\nD Preferred Stock that is authorized but unissued as of the date hereof.  Any\namendment or waiver effected in accordance with this Section 4.2 shall be\nbinding upon all of the Investors, each Holder, each permitted transferee,\nsuccessor or assignee of such Investor or Holder and the Company.\n\n                                      -15-\n\n \n5.   GENERAL PROVISIONS.\n     ------------------ \n\n     5.1. Notices.  Except as may be otherwise provided herein, all notices,\n          -------                                                           \nrequests, waivers and other communications made pursuant to this Agreement shall\nbe in writing and shall be conclusively deemed to have been duly given (a) when\nhand delivered to the other party; (b) when received when sent by facsimile at\nthe address and number set forth below; (c) for notices between parties both of\nwhich are located in the United States, three business days after deposit in the\nU.S. mail with first class or certified mail return receipt requested postage\nprepaid and addressed to the other party as set forth below; or (d) when\nreceived, if sent by a national overnight delivery service, postage prepaid,\naddressed to the parties as set forth below, provided that the sending party\nreceives a confirmation of delivery from the delivery service provider.\n\nTo an Investor:                         To the Company:\n\nAt the Address Listed on Exhibit A      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) 574-4112\n\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 above, or designate additional\naddresses, for purposes of this Section 5.1 by giving the other party written\nnotice of the new address in the manner set forth above.\n\n     5.2  Entire Agreement. This Agreement, together with all the Exhibits\n          ----------------     \nhereto, constitutes and contains the entire agreement and understanding of the\nparties with respect to the subject matter hereof and supersedes any and all\nprior negotiations, correspondence, agreements, understandings, duties or\nobligations between the parties respecting the subject matter hereof.\n\n     5.3  Market Standoff.  In connection with the initial underwritten public\n          ---------------                                                     \noffering of the Company's Common Stock, no Investor which has signed this\nAmended and Restated Investor \n\n                                      -16-\n\n \nRights Agreement will, without the prior written consent of the Company, sell,\nmake any short sale of, loan, grant any option for the purchase of, or otherwise\ndispose of or transfer his, her, or its economic risk with respect to any shares\nof capital stock, or securities exercisable for or convertible into shares of\ncapital stock, of the Company for a period of 180 days after the date of the\nfinal prospectus used in connection with such offering. This provision shall be\nenforceable only to the extent that all directors and executive officers of the\nCompany and of any subsidiary of the Company and all stockholders of the\nCompany, other than stockholders who hold less than 1% of the outstanding\ncapital stock of the Company on a fully-diluted basis (as shown on a certain pro\nforma capitalization table as of January 25, 2000 made available to each\nInvestor who has signed this Agreement) as of the date hereof after giving\neffect to the sale of the Shares, Harrison Enterprises, Inc., Brant Binder,\nNicholas Negroponte, or any transferee of any of the foregoing, have agreed in\nwriting to a similar provision prior to the effectiveness of the registration\nstatement filed with the SEC in connection with such offering.\n\n     5.3A Governing Law.  This Agreement shall be governed by and construed\n          -------------                                                    \nexclusively in accordance with the internal laws of the State of Delaware as\napplied to agreements among Delaware residents entered into and to be performed\nentirely within Delaware, excluding that body of law relating to conflict of\nlaws and choice of law.\n\n     5.4  Severability.  If one or more provisions of this Agreement are held to\n          ------------                                                          \nbe unenforceable under applicable law, then such provision(s) shall be excluded\nfrom this Agreement and the balance of this Agreement shall be interpreted as if\nsuch provision(s) were so excluded and shall be enforceable in accordance with\nits terms.\n\n     5.5  Third Parties.  Nothing in this Agreement, express or implied, is\n          -------------                                                    \nintended to confer upon any person, other than the parties hereto and their\npermitted successors and assigns, any rights or remedies under or by reason of\nthis Agreement.\n\n     5.6  Successors and Assigns.  Subject to the provisions of Section 4.1, the\n          ----------------------                                                \nprovisions of this Agreement shall inure to the benefit of, and shall be binding\nupon, the successors and permitted assigns of the parties hereto.\n\n     5.7  Captions.  The captions to sections of this Agreement have been\n          --------                                                       \ninserted for identification and reference purposes only and shall not be used to\nconstrue or interpret this Agreement.\n\n     5.8  Counterparts.  This Agreement may be executed in counterparts, each of\n          ------------                                                          \nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n     5.9  Adjustments for Stock Splits, Etc.  Wherever in this Agreement there\n          ---------------------------------                                   \nis a reference to a specific number of shares of Preferred Stock, then, upon the\noccurrence of any subdivision, combination or stock dividend of Preferred Stock,\nthe specific number of shares so referenced in this Agreement shall\nautomatically be proportionally adjusted to reflect the affect on the\noutstanding shares of such class or series of stock by such subdivision,\ncombination or stock dividend.\n\n                                      -17-\n\n \n     5.10 Termination of Second Amended and Restated Investor Rights Agreement.\n          --------------------------------------------------------------------  \nThe Second Amended and Restated Investor Rights Agreement is hereby terminated\nin its entirety and replaced by this Agreement.\n\n                           [SIGNATURE PAGE FOLLOWS]\n\n                                      -18-\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date and year first above written.\n\n                                           INVESTOR\nSOHU.COM INC.\n\n\n                                           _____________________________________\n                                                        (Name of Investor)\n\n\nBy:  _________________________________     By: _________________________________\n     Name:                                     Name:\n     Title:                                    Title:\n\n\n   [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]\n\n                                      -19-\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":[9630,9629],"class_list":["post-43816","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43816","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=43816"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43816"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43816"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43816"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}