[¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ ¨ x DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for Sohu’s 2010 Annual Meeting of Stockholders to be filed on or about April 29, 2011 are incorporated into Part III of this report. Table of Contents PAGE PART I Item 1 Business Overview] [SOGOU INC. SERIES A PREFERRED SHARE PURCHASE AGREEMENT OCTOBER 2, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Securities. 9 2.1 Sale and Issuance of Series A Preferred Shares 9 2.2 Closing 9 3. 9 3.1 Organization, Good Standing and Qualification 9] [AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. THE COMPANIES LAW (REVISED) EXEMPT COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. 1. Company The name of the company is SOGOU INC. (the “ 2. The Registered office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor,] [SOGOU INC. SERIES A PREFERRED INVESTORS’ RIGHTS AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 5 2.1 Demand for Registration 5 2.2 Company Registration 7 2.3 Registration on Form F-3 8 2.4 Expenses of Registration 9] [SOGOU INC. SERIES A PREFERRED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Agreements Among the Company, the Ordinary Holders and the Preferred Holders 3 2.1 Rights of Refusal 3 2.2 Right of Co-Sale 5 2.3 Non-Exercise of Rights 6 2.4 Limitations to Rights of Refusal and Co-Sale] [SOGOU INC. 2010 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Company” means Sogou Inc., a company incorporated under the laws of the Cayman Islands. “Consultant” means any person] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com (Hong Kong) Ltd. Hong Kong 100% Sohu.com Limited Cayman Islands 100% Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100% Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100% Kylie Enterprises Limited British Virgin Islands 100% All Honest International Limited British Virgin Islands 100% Go2Map] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-61814, 333-117412, No. 333-125960) of Sohu.com Inc. of our report dated February 28, 2011 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form10-K.] [Consent of Haiwen & Partners, PRC Counsel February 28, 2011 Sohu.com Inc. 12/F Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Dear Sirs, Annual Report on Form 10-K for Year Ended December 31, 2010 We hereby consent to the references to our firm under the heading “Government Regulation and Legal Uncertainties”] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. Carol Yu, Co-President and Chief Financial Officer February 28, 2011 EX-32.2 13 dex322.htm]