Exhibit 4.1
AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO SOHU.COM INC. THIRD AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT (this "Amendment") is entered into as of November __, 2000, by
and among Sohu.com Inc., a Delaware corporation (the "Company"), and the several
parties listed on the signature page hereof, amending the Sohu.com Inc. Third
Amended and Restated Investor Rights Agreement made and entered into as of
February 1, 2000 (as amended by Amendment No. 1, dated February 2, 2000, to
Third Amended and Restated Investor Rights Agreement, the "Investor Rights
Agreement"), by and among the Company and the Investors (as defined therein).
WHEREAS, the Company and the several parties listed on the signature page
hereof desire to provide the former stockholders listed on Exhibit B to the
Investor Rights Agreement as amended by this Amendment (the "Former ChinaRen
Stockholders") of ChinaRen, Inc. ("ChinaRen"), with certain registration rights
with regard to the shares of Common Stock of the Company they received in
connection with the Company's acquisition of ChinaRen; and
WHEREAS, the Company and the several parties listed on the signature page
hereof desire to amend the Investor Rights Agreement to provide for such; and
NOW THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to and on the terms
and conditions herein set forth, the parties hereto agree as follows:
1. Addition of Former ChinaRen Stockholders. Each of the Former ChinaRen
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Stockholders, by the execution and delivery of this Amendment, shall hereby
become, with respect to Section 2 of the Investor Rights Agreement only, a
signatory of and party to the Investor Rights Agreement, as amended hereby,
effective as of the date of such execution and delivery. Except as expressly
provided herein, the Former ChinaRen Stockholders shall not hold or enjoy any of
the other rights and privileges of the Investors under the Investors Rights
Agreement.
2. Amendment to Section 2.1(b). There is added to the end of the first
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sentence of Section 2.1(b) of the Investor Rights Agreement, as a continuation
of the sentence, the following clause:
", (4) any shares of Common Stock of the Company held by any of the
individuals or entities listed on Exhibit B hereto received by such individuals
or entities as a result of the merger of Alpha Sub Inc. with and into ChinaRen,
Inc. pursuant to the Agreement and
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Plan of Merger among Sohu.com Inc., Alpha Sub Inc. and ChinaRen, Inc. dated as
of September 13, 2000 (the "ChinaRen Merger Agreement"), and (5) any shares of
Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of,
any shares of Common Stock described in clause (4) of this subsection (b)."
3. Addition of Exhibit B. Exhibit B attached hereto is hereby added as
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Exhibit B to the Investor Rights Agreement.
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4. Lock-ups and Escrow. The registration rights of the Former ChinaRen
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Stockholders granted pursuant to this Amendment are subject to suspension in
each instance during the applicable period of lock-up or escrow pursuant to
lock-up agreements and escrow arrangements executed and entered into in
connection with the ChinaRen Merger Agreement.
5. The Investor Rights Agreement, as amended hereby, shall remain in full
force and effect.
6. This Amendment shall be governed by and construed exclusively in
accordance with the internal laws of the State of Delaware as applied to
agreements among Delaware residents entered into and to be performed entirely
within Delaware, excluding that body of law relating to conflict of laws and
choice of law.
7. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Amendment is entered into as of the date and
year first above written.
SOHU.COM, INC.
By:
--------------------------
Name:
Title:
MAXTECH ENTERPRISES LIMITED
By:
--------------------------
Name:
Title:
INTEL CORPORATION
By:
--------------------------
Name:
Title:
DOW JONES & COMPANY, INC.
By:
--------------------------
Name:
Title:
PTV-CHINA, INC.
By:
--------------------------
Name:
Title:
HIKARI TSUSHIN, INC.
By:
--------------------------
Name:
Title:
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
FORMER CHINAREN STOCKHOLDERS:
-----------------------------
Joseph Chen (only with
respect to shares of Common
Stock issued in exchange
for shares of Series A
Preferred Stock of
ChinaRen)
-----------------------------
Yunfan Zhou (only with
respect to shares of Common
Stock issued in exchange
for shares of Series A
Preferred Stock of
ChinaRen)
-----------------------------
Nick Yang (only with
respect to shares of Common
Stock issued in exchange
for shares of Series A
Preferred Stock of
ChinaRen)
-----------------------------
Lee Styslinger III
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
LAW & PARTNERS, ATTORNEYS AT
LAW (F/K/A LAW & ARTHUR)
By:
--------------------------
Name:
Title:
-----------------------------
George Lu
-----------------------------
Larry Rosenbaum
-----------------------------
Zhujun Wang
-----------------------------
Li Zhou
-----------------------------
Sherry Chen Lin
-----------------------------
Jian Liu
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
-----------------------------
Jeffrey Kenneth Lopez
-----------------------------
Damon Chua
-----------------------------
Herald Yun Chen
-----------------------------
Xiaoxin Chen
-----------------------------
Yang Dong Shao
-----------------------------
Vincent Kartili
-----------------------------
William Pan
-----------------------------
Zhiyi Yu
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
THE GOLDMAN SACHS GROUP, INC.
By:
--------------------------
Name:
Title:
THE STONE STREET FUND 2000,
L.P.
By:
--------------------------
Name:
Title:
THE BRIDGE STREET SPECIAL
OPPORTUNITIES FUND 2000, L.P.
By:
--------------------------
Name:
Title:
-----------------------------
Scott Wilson, Jr.
-----------------------------
Jon Michael Bryant
-----------------------------
Guochun Zhao
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
-----------------------------
Bo Chen
-----------------------------
Larry Sun
-----------------------------
Xueping Zhou
-----------------------------
Robert Chang
-----------------------------
Julian Ha
BENCOR LIMITED
By:
--------------------------
Name:
Title:
-----------------------------
Doris Weinhausen-Nash
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AMENDMENT NO. 2
TO
SOHU.COM INC.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
(signature page continued)
-----------------------------
John Chiung Ting Tsai
AURORA INVESTMENT II, L.L.C.
By:
--------------------------
Name:
Title:
-----------------------------
Mao-yen Yen
JOHO PARTNERS, L.P.
By:
--------------------------
Name:
Title:
JOHO FUND, LTD.
By:
--------------------------
Name:
Title:
SURFMAX ESTAR FUND A LLC
By:
--------------------------
Name:
Title:
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Exhibit B
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Former ChinaRen Stockholders
Joseph Chen (only with respect to shares of Common Stock issued in exchange for
shares of Series A Preferred Stock of ChinaRen)
Yunfan Zhou (only with respect to shares of Common Stock issued in exchange for
shares of Series A Preferred Stock of ChinaRen)
Nick Yang (only with respect to shares of Common Stock issued in exchange for
shares of Series A Preferred Stock of ChinaRen)
Lee Styslinger III
Law & Partners, Attorneys at Law (f/k/a Law & Arthur)
George Lu
Larry Rosenbaum
Zhujun Wang
Li Zhou
Sherry Chen Lin
Jian Liu
Jeffrey Kenneth Lopez
Damon Chua
Herald Yun Chen
Xiaoxin Chen
Yang Dong Shao
Vincent Kartili
William Pan
Zhiyi Yu
The Goldman Sachs Group, Inc.
The Stone Street Fund 2000, L.P.
The Bridge Street Special Opportunities Fund 2000, L.P.
Scott Wilson, Jr.
Jon Michael Bryant
Guochun Zhao
Bo Chen
Larry Sun
Xueping Zhou
Robert Chang
Julian Ha
Bencor Limited
Doris Weinhausen-Nash
John Chiung Ting Tsai
Aurora Investment II, L.L.C.
Mao-yen Yen
Joho Partners, L.P.
Joho Fund, Ltd.
Surfmax Estar Fund A LLC
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