{"id":43953,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholders-voting-agreement-sohu-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholders-voting-agreement-sohu-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholders-voting-agreement-sohu-com-inc.html","title":{"rendered":"Stockholders&#8217; Voting Agreement &#8211; Sohu.com Inc."},"content":{"rendered":"<pre> \n                                 SOHU.COM INC.\n          SECOND AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT\n\n     This Second Amended and Restated Stockholders' Voting Agreement, (the\n'Agreement') is made as of October 18, 1999 by and among Sohu.com Inc., a\nDelaware corporation (the 'Company') formerly known as Internet Technologies\nChina Incorporated, the persons listed as Investors on Exhibit A (the\n'Investors') and Charles Zhang, Brant Binder, Nicholas Negroponte and Edward B.\nRoberts (the 'Founders').  The Investors and the Founders will be referred to\nherein collectively as the 'Holders.'\n\n     WHEREAS, the Investors are parties to (a) a Series B Preferred Stock\nPurchase Agreement (the 'Series B Purchase Agreement') dated as of March 10,\n1998 between the Company and the Investors named therein (b) a Series B-1\nPreferred Stock Purchase Agreement (the 'Series B-1 Purchase Agreement') dated\nas of August 18, 1998 between the Company and the Investor named therein or (c)\na Series C Preferred Stock Purchase Agreement (the 'Series C Purchase\nAgreement') dated as of the date hereof between the Company and the Investors\nnamed therein;\n\n     WHEREAS, the Company and the Investors which are parties to the Series B\nPurchase Agreement and the Series B-1 Purchase Agreements (the 'Initial\nInvestors') are parties to an Amended and Restated Stockholders' Voting\nAgreement dated as of August 18, 1998 (the 'First Amended and Restated\nStockholders' Voting Agreement');\n\n     WHEREAS, certain of the obligations of the Company and of the Investors\nwhich are parties thereto under the Series C Purchase Agreements (the\n'Additional Investors') are conditioned upon the amendment and restatement of\nthe First Amended and Restated Stockholders' Voting Agreement to add the\nAdditional Investors as parties and to make such additional changes as are set\nforth herein; and\n\n     WHEREAS, the Company and the Initial Investors wish to amend and restate\nthe First Amended and Restated Stockholders' Voting Agreement as set forth\nherein and the parties hereto wish to have this Agreement govern certain voting\nby the Holders in elections for directors of the Company and to clarify certain\nprovisions of the Company's Third Amended and Restated Certificate of\nIncorporation (the 'Certificate of Incorporation').\n\n     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,\nthe parties hereto agree as follows:\n\n     1.   Voting.\n          ------ \n\n          1.1  In all elections of Directors of the Company held during the term\nof this Agreement (whether at a meeting or by written consent in lieu of a\nmeeting), each of the Holders unconditionally agrees to vote all shares of the\nCompany's Common Stock, $.01 par value\n\n                                      -1-\n\n \n'Common Stock'), and all shares of the Company's Preferred Stock, $.01 par value\n('Preferred Stock'), and any other voting securities of the Company now owned or\nhereafter acquired or controlled by it or him, whether by purchase, conversion\nof other securities, exercise of rights, warrants or options, stock dividends or\notherwise, to elect to the Board of Directors of the Company (i) at least one\nnominee selected by Intel Corporation ('Intel'), (ii) at least one nominee\nselected by the holders of a majority in interest of such voting securities held\nby Harrison Enterprises Inc. ('Harrison') and Kummell Investments Limited\n('Kummell'), and (iii) at least one nominee selected by Dow Jones &amp; Company,\nInc. ('Dow Jones').\n\n     1.2  No Holder will vote to remove any member of the Board of Directors of\nthe Company designated in accordance with the foregoing provisions of this\nSection, other than for cause, unless the person or persons entitled to nominate\nor approve that Director so votes or otherwise consents, and, if the person or\npersons so entitled to nominate or approve so votes or otherwise consents, then\nall Holders will vote likewise.\n\n     1.3  Without the approval of the holders of a majority of the Preferred\nStock purchased by Intel pursuant to the Series B Purchase Agreement and the\nholders of a majority of the Preferred Stock purchased by Kummell pursuant to\nthe Series B Purchase Agreement, the Company will not take, and no Holder will\nvote in favor of, any action which:\n\n          (i)    increases the number of authorized shares of the Series B\nConvertible Preferred Stock of the Company (the 'Series B Preferred') or amends\nor changes the rights, preferences, powers, privileges or restrictions of the\nSeries B Preferred;\n\n          (ii)   authorizes, creates or issues shares of any class or series of\nstock having a preference superior to or on a parity with the Series B\nPreferred;\n\n          (iii)  reclassifies stock into shares having a preference over or on a\nparity with the Series B Preferred;\n\n          (iv)   amends the Company's Certificate of Incorporation in a manner\nthat adversely affects the rights of the Series B Preferred;\n\n          (v)    results in a merger or consolidation of the Company with one or\nmore other corporations or other entities in which the stockholders of the\nCompany immediately prior to such merger or consolidation hod stock representing\nless than a majority of the voting power of the outstanding shares of the\nCompany or resulting entity immediately after such merger or consolidation;\n\n          (vi)   results in the sale or other transaction in a single\ntransaction or a series of related transactions of all or substantially all of\nthe assets of the Company, or otherwise results in the reorganization of the\nCompany;\n\n          (vii)  results in the dissolution, liquidation or winding up of the\nCompany;\n\n          (viii) declares or pays a dividend on the Common Stock (other than a\ndividend payable solely in shares of Common Stock);\n\n                                      -2-\n\n \n          (ix)   results in the incurrence of indebtedness in excess of $50,000;\n\n          (x)    materially alters or changes the strategic direction or\nbusiness operations of the Company in a manner that is not contemplated by the\nCompany's most recent board-approved business plan; or\n\n          (xi)   amends ARTICLE IX ('Indemnification') of the Company's By-Laws.\n\n     1.4  Without the approval of the holders of a majority of the Series C\nConvertible Preferred Stock of the Company (the 'Series C Preferred'), the\nCompany will not take, and no Holder will vote in favor of, any action which:\n\n          (i)    increases the authorized number of shares of the Series C\nPreferred or amends or changes the rights, preferences, powers, privileges or\nrestrictions of the Series C Preferred;\n\n          (ii)   authorizes, creates or issues shares of any class or series of\nstock having a preference superior to or on a parity with the Series C\nPreferred;\n\n          (iii)  reclassifies stock into shares having a preference over or on a\nparity with the Series C Preferred;\n\n          (iv)   amends the Company's Certificate of Incorporation in a manner\nthat adversely affects the rights of the Series C Preferred\n\n          (v)    results in a merger or consolidation of the Company with one or\nmore other corporations or other entities in which the stockholders of the\nCompany immediately prior to such merger or consolidation had stock representing\nless than a majority of the voting power of the outstanding shares of the\nCompany or resulting entity immediately after such merger or consolidation;\n\n          (vi)   results in the sale or other transaction in a single\ntransaction or a series of related transactions of all or substantially all of\nthe assets of the Company, or otherwise results in the reorganization of the\nCompany;\n\n          (vii)  results in the dissolution, liquidation or winding up of the\nCompany;\n\n          (viii) declares or pays a dividend on the Common Stock (other than a\ndividend payable solely in shares of Common Stock);\n\n          (ix)   results in the incurrence of indebtedness in excess of $50,000;\n\n          (x)    materially alters or changes the strategic direction or\nbusiness operations of the Company in a manner that is not contemplated by the\nCompany's most recent board-approved business plan; or\n\n          (xi)   amends the indemnification provisions of the Company's By-Laws.\n\n                                      -3-\n\n \n     2.   Legend. For so long as this Agreement is in effect, each certificate\n          ------                                                              \nrepresenting shares of Common Stock, Preferred Stock or other voting securities\nof the Company now or hereafter owned by a Holder or any transferee of a holder\nwill be endorsed with the following legend:\n\n               VOTING OF THE SECURITIES REPRESENTED BY THIS\n               CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS\n               OF A CERTAIN STOCKHOLDERS' VOTING AGREEMENT BY AND\n               AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN\n               HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH\n               AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO\n               THE SECRETARY OF THE COMPANY.\n\n     3.   Termination.\n          ----------- \n\n               (i)    The obligations of the Holders as to clause (i) of Section\n1.1 above will terminate at such time as Intel does not hold either (a) at least\n50% of the Preferred Stock purchased by it pursuant to the Series B Purchase\nAgreement or (b) at least 50% of the Preferred Stock purchased by it pursuant to\nthe Series C Purchase Agreement or, in either such case, Common Stock into which\nany such Preferred Stock has been converted.\n\n               (ii)   The obligations of the Holders as to clause (ii) of\nSection 1.1 above will terminate at such time as Harrison and Kummell do not\nbetween them hold either (a) at least 50% of the Preferred Stock purchased by\nthem pursuant to the Series B Purchase Agreement or (b) at least 50% of the\nPreferred Stock purchased by them pursuant to the Series C Purchase Agreement\nor, in either such case, Common Stock into which any such Preferred Stock has\nbeen converted.\n\n               (iii)  The obligations of the Holders as to clause (iii) of\nSection 1.1 above will terminate at such time as Dow Jones does not hold either\n(a) at least 50% of the Preferred Stock purchased by it pursuant to the Series B\nPurchase Agreement or (b) at least 50% of the Preferred Stock purchased by it\npursuant to the Series C Purchase Agreement or, in either such case, Common\nStock into which any such Preferred Stock has been converted.\n\n               (iv)   Sections 1.1 and 1.2 of this Agreement will terminate in\ntheir entirety at such time as none of Intel, Harrison and Kummell together, or\nDow Jones holds at least 50% of the aggregate amount of Preferred Stock so\npurchased by it or, in any such case, Common Stock into which any such Preferred\nStock has been converted.\n\n     4.   Miscellaneous.\n          ------------- \n\n          4.1  Specific Performance; Other Rights. The Company and the Holders\n               ----------------------------------\nrecognize that the rights of the parties under this Agreement are unique, and\naccordingly Intel, Harrison and Kummell and Dow Jones will, in addition to such\nother remedies as may be available to any of them at law or in equity, have the\nright to enforce their rights hereunder by actions for injunctive relief and\nspecific performance to the extent permitted by law. Except as provided herein,\nthis \n\n                                      -4-\n\n \nAgreement is not intended to limit or abridge any rights of the parties which\nmay exist apart from this Agreement.\n\n     4.2  Governing Law. This Agreement shall be governed by and construed under\n          -------------\nthe laws of the State of Delaware as applied to agreements among Delaware\nresidents, made and to be performed entirely within the State of Delaware.\n\n     4.3  Obligations of Transferees.  This Agreement and the obligations of the\n          --------------------------                                            \nparties hereunder shall be binding upon the parties hereto and, their respective\nsuccessors, assigns, and transferees.\n\n     4.4  Severability. In the event one or more of the provisions of this\n          ------------  \nAgreement should, for any reason, be held to be invalid, illegal or\nunenforceable in any respect, such invalidity, illegality or unenforceability\nshall not affect any other provisions of this Agreement and this Agreement shall\nbe construed as if such invalid, illegal or unenforceable provision had never\nbeen contained herein.\n\n     4.5  Attorney Fees. In the event that any dispute among the parties to this\n          -------------\nAgreement should result in litigation, the prevailing party in such dispute\nshall be entitled to recover from the losing party all fees, costs and expenses\nof enforcing any right of such prevailing party under or with respect to this\nAgreement, including without limitation, such reasonable fees and expenses of\nattorneys and accountants, which shall include, without limitation, all fees,\ncosts and expenses of appeals.\n\n     4.6  Counterparts. This Agreement may be executed in two or more\n          ------------\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     4.7  Stock Split. All references to numbers of shares in this Agreement\n          -----------\nshall be appropriately adjusted to reflect any stock dividend, split,\ncombination or other recapitalization of shares by the Company occurring after\nthe date of this Agreement.\n\n     4.8  Aggregation of Stock. All shares of Common Stock held or acquired by\n          --------------------\naffiliated entities or persons shall be aggregated together for the purpose of\ndetermining the availability of any rights under this Agreement.\n\n     4.9  Termination of the First Amended and Restated Stockholders' Voting\n          ------------------------------------------------------------------\nAgreement.  The First Amended and Restated Stockholders' Voting Agreement is\n---------                                                                   \nhereby terminated in its entirety and replaced by this Agreement.\n\n                                      -5-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written.\n\n                              SOHU.COM INC.\n\n                              By:_______________________________\n                                 Charles Zhang\n                                 President\n\n                              INVESTORS:\n\n \n                              __________________________________\n                                  (Printed Name of Investor)\n\n                              By:_______________________________\n                                 Name:\n                                 Title:\n\n\n                              FOUNDERS:\n\n\n                              __________________________________ \n                                    (Signature of Founder)\n                                    \n\n                              __________________________________    \n                                  (Printed Name of Founder)\n\n\n\n\n\n                [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED \n                        STOCKHOLDERS' VOTING AGREEMENT]\n\n                                      -6-\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":[9629,9633],"class_list":["post-43953","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43953","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=43953"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43953"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43953"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43953"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}