[SOHU.COM INC. PAGE PART I FINANCIAL INFORMATION Item 1 Condensed Consolidated Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 3 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September] [SUBSCRIPTION AGREEMENT Agreement AMONG: (1) SOGOU INC. Company (2) SOHU.COM (SEARCH) LIMITED Sohu Search (3) THL A21 LIMITED Investor (4) PHOTON GROUP LIMITED Photon Parties Party (together, the “ RECITALS: (A) Schedule 2 The Company is an exempted company with limited liability organized and existing under the laws of the Cayman Islands. Further particulars of the Company and its Subsidiaries] [SHAREHOLDERS’ AGREEMENT Agreement th AMONG: (1) SOGOU INC. Company (2) SOHU.COM (SEARCH) LIMITED Sohu Search (3) PHOTON GROUP LIMITED Photon (4) THL A21 LIMITED Tencent (5) WANG XIAOCHUAN WXC (6) OTHER MEMBERS OF SOGOU MANAGEMENT Schedule 1 Sogou Management Member of Sogou Management RECITALS: (A) Subscription Agreement (B) The Parties wish to provide for certain matters relating to the transfer] [Company No.: 160089 FIFTH AMENDED AND RESTATED 1 MEMORANDUM AND SECOND AMENDED AND RESTATED 2 ARTICLES OF ASSOCIATION OF SOGOU INC. 1 (Amended and restated by special resolution dated September 16, 2013) 2 (Amended and restated by special resolution dated September 16, 2013) Incorporated on the 23rd day of December, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (REVISED)] [VOTING AGREEMENT VOTING AGREEMENT Agreement th AMONG: (1) SOGOU INC., Company (2) SOHU.COM (SEARCH) LIMITED Sohu Search (3) PHOTON GROUP LIMITED Photon XIAOCHUAN WANG ( ), (6) OTHER MEMBERS OF SOGOU MANAGEMENT Schedule 1 Sogou Management Member of Sogou Management Sohu Search, Photon, WX and the Members of Sogou Management are hereinafter referred to, collectively, as the “Shareholders” or, individually,] [THIS TERMINATION AGREEMENT Agreement AMONG (1) SOGOU INC., (2) CHINA WEB SEARCH (HK) LIMITED China Web Search (3) PHOTON GROUP LIMITED Photon (4) SOHU.COM (SEARCH) LIMITED Sohu Search Parties Party The Company, China Web Search, Photon and Sohu Search are hereinafter collectively referred to as the “ RECITALS (A) Investors’ Rights Agreement (B) ROFR and Co-Sale Agreement (C) Existing Agreements] [REPURCHASE OPTION AGREEMENT Agreement Company Shareholder Party Parties This Repurchase Option Agreement (this “ For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Repurchase Option Grant of Option Repurchase Option Series A Preferred Shares Repurchase Price 1.1 No Action Required 1.2 Instrument of Transfer Instrument of Transfer Designated Bank] [REPURCHASE OPTION AGREEMENT Agreement Company Shareholder Party Parties This Repurchase Option Agreement (this “ For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Repurchase/Put Option Grant of Option Repurchase Option Series A Preferred Shares Repurchase Price 1.1 Grant of Put Put Option Sale Price 1.2 Effect of Exercise of] [REPURCHASE OPTION AGREEMENT Agreement Company Shareholder Party Parties This Repurchase Option Agreement (this “ For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Repurchase Option Grant of Option Repurchase Option Series A Preferred Shares Repurchase Price 1.1 No Action Required 1.2 Instrument of Transfer Instrument of Transfer Designated Bank] [THIS EQUITY TRANSFER CONTRACT Contract BETWEEN (1) PRC Seller SHENZHEN TENCENT COMPUTER SYSTEM COMPANY LIMITED (深圳市腾讯计算机系统有限公司), a company organized and existing under the laws of the People’s Republic of China (the “ (2) th Purchaser BEIJING SOGOU INFORMATION SERVICES CO., LTD. (北京搜狗信息服务有限公司), a company organized and existing under the laws of the PRC, with its registered address at Room 02,] [I, Charles Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of September 30, 2013 and results of operations of the Company for the three months ended September 30, 2013. Charles Zhang, Chief Executive Officer and November 8, 2013 -78- EX-32.1 13 d619977dex321.htm EX-32.1] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of September 30, 2013 and results of operations of the Company for the three months ended September 30, 2013. Carol Yu, Co-President and Chief Financial November 8, 2013 -79- EX-32.2 14 d619977dex322.htm EX-32.2]