Loan And Share Pledge Agreement Between Sohu.com Inc. And Jinmei He

Exhibit 10.1


Loan and Share Pledge Agreement


between


Sohu.com, Inc.

and


He Jinmei

June 2003


THIS LOAN AND SHARE PLEDGE AGREEMENT (this " Agreement") is entered into on this 9th day of June 2003 in Beijing, People's Republic of China (" PRC")


among


(1) Sohu.com, Inc. , a U.S. corporation, of Delaware, U.S. (" Party A"),


and


(2) He Jinmei , a PRC citizen whose ID number is 510103197003077369 and residential address is 1-2-301, 17 Dujiakan, Fengtai, Beijing, PRC (" Party B")

(individually a " Party" and together the " Parties").


RECITALS

A. Party B and Beijing Century High-Tech Investment Co., Ltd wish to establish a domestic limited liability company in Beijing, PRC (" Domestic Company"), in which they will hold 20% and 80% equity, respectively.

B. The Domestic Company will be established to engage in the business of Internet information services, Internet technology services, e-commerce, technology development, consulting, and training.

C. Party B wishes to borrow the amount specified in Article 2.1 below (the " Loan") from Party A, and Party A has agreed to provide the Loan to Party B on an interest-free basis, for the sole purpose of establishing the Domestic Company and developing the Domestic Company's business, which shall specifically include the entering into of a series of agreements with Party A and its Affiliates (as defined below).

D. As security for the Loan and their performance of this Agreement, Party B has agreed to pledge her portion of the equity interest in the Domestic Company (the " Shares") to Party A.


NOW, THEREFORE , the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Unless otherwise indicated, the following terms in this Agreement shall have the meanings set forth below: "Affiliate" any affiliate entity or business associate of Party A, including without limitation the WFOE ? Sohu ITC Information Technology (Beijing) Co., Ltd.

"Certificate" as defined in Article 3.1.9;

"Conversion Date" as defined in Article 7.2.1;

"Conversion Notice" as defined in Article 7.1;

"Designee" an individual, corporation or other appropriate entity designated by Party A to be the recipient of a Share Transfer; "Event of Default" as defined in Article 6;

"Loan Date" with respect to Party B, the date on which the portion of the Loan amount borrowed by Party B is paid into her designated bank account;

"PRC Law" any published and available laws and regulations of the PRC;

"Repayment Date" as defined in Article 2.3;

"RMB" Renminbi, the lawful currency of the PRC;

"Share Transfer" as defined in Article 7.2.1;

"USD" United States Dollar, the lawful currency of the United States of America.

"WFOE" A wholly-owned subsidiary established by Party A in the PRC.

1.2 Interpretations. The headings herein are for reference purposes only and do not affect the meaning or interpretation of any provision hereof. Any reference herein to an Article or Appendix is to an article or appendix of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference herein to a day, month or year is to a calendar day, month or year. A reference to a business day is to a day on which commercial banks are open for business in both the PRC and the U.S. The use of the masculine shall include the use of the feminine, and vice versa.


2. AMOUNT AND REPAYMENT OF THE LOAN

2.1 Loan Amount. Party A agrees, subject to the terms and conditions of this Agreement, to cause its Affiliate to extend the Loan to Party B in a total amount of RMB1,000,000. The Loan shall be interest-free.

2.2 Provision of Loan. The Loan shall be deemed to have been provided to Party B on the Loan Date. 2.3 Date of Repayment. The Loan, together with any other moneys owing under this Agreement by Party B, shall become repayable upon the earliest to occur of any of the following events (each a " Repayment Date"):

2.3.1 in full, on the occurrence of an Event of Default;

2.3.2 in full, on the resignation or removal of Party B from the position of director, general manager, supervisor of the Domestic Company; 2.3.3 in full, with respect to Party B, the date on which such Party's employment relationship with Party A or any Affiliate terminates for any reason; 2.3.4 in full, where Party A intends to replace this Agreement with another agreement, the date of the written notice from Party A to Party B confirming such intention; or

2.3.5 in full or in part, at Party A's sole discretion upon any date selected by Party A after the second anniversary of the date of signing of this Agreement.

2.4 Method of Repayment. Repayment will be made only by means of converting the Loan into Shares, as described in Article 7 below, with the final amount of the Loan being due and repayable on the final Conversion Date. The Loan may not be repaid prior to the Repayment Date or by any means not specifically permitted in this Article 2.4 without the express written consent of Party A.


3. UNDERTAKINGS AND WARRANTIES OF PARTY B

3.1 Undertakings and Warranties. Party B hereby undertakes and warrants to Party A that:

3.1.1 the Loan will be used solely for the purpose of establishing the Domestic Company and developing its business activities; 3.1.2 she shall use the proceeds from the Loan solely for the purpose of contributing her amount of the registered capital in the Domestic Company; 3.1.3 she has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform her obligations hereunder; 3.1.4 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to her knowledge, threatened against her;

3.1.5 there is no provision of any Agreement, enforceable judgement or order of any court binding on her or affecting her property, which would in any way prevent or materially adversely affect her execution or performance of this Agreement;

3.1.6 the execution and performance of this Agreement an ...