Common use of Directors’ and Officers’ Insurance and Indemnification Clause in Contracts

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shall, and shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the obligations set forth in this Section 7.04. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game Parent shall, and shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a7.05(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game Parent and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b7.05(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, provided that Sohu Game Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, that if the Company in its sole discretion elects, by giving written notice to Sohu Game Parent at least five (5) business days Business Days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.047.05, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person Person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person Person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e7.05(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person Person seeking indemnification for any fees of counsel subsequently incurred by such person Person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Sohu GameParent’s option, Sohu GameParent, shall assume the obligations set forth in this Section 7.047.05. (g) The provisions of this Section 7.04 7.05 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 7.05 and shall be entitled to enforce the provisions of this Section 7.047.05. All rights under this Section 7.04 7.05 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game From and after the Control Time, Parent shall, and shall cause the Surviving Company Corporation and its Subsidiaries to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, provisions of the DGCL and under the Company Governing Documents, Certificate and corresponding organizational or governing documents of such Subsidiary, in each case, as Company Bylaws in effect on the date hereof and under any indemnification or other similar agreements (the "Indemnification Agreements") in effect on the date hereof (between the “Indemnification Agreements”) Company and the individuals who currently serve as, or have previously served as, directors and officers of the Company or any of its Subsidiaries or as may come into effect following the date hereof between the Company and individuals who become directors or officers of the Company or any of its Subsidiaries prior to the individuals entitled to indemnificationControl Time (all such directors and officers, exculpation and/or advancement of expenses under such Company Governing Documentscollectively, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “"Covered Persons”") arising out of or relating to actions or omissions in their capacity as such officers or directors of the Company or the Company Subsidiaries occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions; provided, however, that in the event any claim or claims are asserted or made within such period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall, and or shall cause the Surviving Company Corporation to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or advance expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities reasonable legal fees and amounts paid expenses) incurred in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out defense of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to any matters subject to indemnification pursuant to Section 6.5(a) pursuant to the procedures set forth, and to the extent provided in the Company Certificate, the Company Bylaws or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person to whom expenses are advanced undertakes, to the extent required by the Company Certificate, the Company Bylaws or the DGCL, to repay such Covered advanced expenses to the Surviving Corporation as soon as reasonably practicable if it is ultimately determined that such Person or such Covered Person consents in writingis not entitled to indemnification. (c) For a period The certificate of six (6) years after the Effective Time (incorporation and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents bylaws of the Surviving Company shall, to the extent consistent with applicable Law, Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) Certificate and shall not contain any provision to the contraryCompany Bylaws. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Parent shall, Sohu Game or shall cause to be maintained the Surviving Corporation to, maintain in effect the current policies of all existing officers' and directors’ and officers’ ' liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of Surviving Corporation ("D&O Insurance") for the date hereof by period commencing with the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage canControl Time and ending not be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of less than six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed claims arising in whole or in part from facts or events that actually or allegedly committed at occurred on or prior before the Effective Time, including in connection with the approval of this Agreement and the Transactions, covering the Covered Person; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Effective Time (such coverage shall have an aggregate coverage limit over Covered Persons than the term existing D&O Insurance from a carrier having the same or better rating as the carrier of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage)D&O Insurance; provided, further, that if such D&O Insurance expires or is terminated or cancelled during such period, Parent shall, or shall cause the annual premium may Surviving Corporation to, obtain substantially similar D&O Insurance; provided further, that in no event shall Parent be required to pay aggregate premiums for insurance under this Section 6.5(d) in excess of three hundred percent (300%) of the aggregate annualized premiums paid by the Company for the trailing twelve-month period ending as of the Effective Time for such purpose (the "Base Premium"), the true and correct amount of which is set forth in Section 6.5(d) of the Company Disclosure Schedule; provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.5(d) for such aggregate premium, Parent or the Surviving Corporation shall obtain an insurance policy with the greatest amount of coverage available for aggregate premiums not exceed in excess of three hundred percent (300%) of the Base Premium. In lieu of the foregoing, following the Appointment Time, Parent may, in its sole discretion, direct the Company or cause the Surviving Corporation to, notwithstanding anything to contrary herein, obtain a prepaid "tail" D&O Insurance policy for such six year period, which policy shall provide the Covered Persons with D&O Insurance coverage of equivalent amount and on no less favorable terms for the Covered Persons than that provided by the Company's current D&O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including in connection with the approval of this Agreement and the Transactions contemplated hereby. If such prepaid policy has been obtained, Parent and the Surviving Corporation shall be relieved of all further obligations under this Section 6.5(d); provided, that Parent and the Surviving Corporation shall maintain such policy in full force and effect for a period of not less than six (6) years after the Effective Time, and continue to honor its obligations thereunder. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (Corporation or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume all of the applicable obligations set forth in this Section 7.046.5. (gf) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-third party beneficiaries of this Section 7.04 6.5, and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended 6.5 shall not be amended in a manner that is adverse to be in addition to and not in substitution of other rights any the Covered Persons may otherwise have(including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shall, and shall cause the Surviving Company to, for For a period of six (6) years after the Effective Time Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor hold harmless the present and fulfill in all respects the obligations former officers and directors of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing DocumentsSubsidiaries, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under persons who become any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or foregoing prior to the Effective Time, including in connection with the considerationagainst all losses, negotiation claims, damages, liabilities, costs, fees and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), reasonable fees and disbursements of counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection (provided that any such settlement is effected with any claimthe written consent of the Parent or the Surviving Corporation, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises which consent shall not unreasonably be withheld)) arising out of actions or pertains to: (A) any action omissions occurring at or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any Time to the full extent permissible under applicable provisions of the Transactions; and (ii) pay in advance DGCL, the terms of the final Company's Certificate of Incorporation or the Bylaws, and under any agreements as in effect at the date hereof (true and correct copies of which have been previously provided to Parent); provided, however, that in the -------- ------- event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimclaims. (b) From and after the Appointment Date, actionParent shall cause the Surviving Corporation to, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) Corporation shall, perform all of the obligations set forth in Article XI of the Company's Amended and Restated Certificate of Incorporation and Article X of the Bylaws of the Company, all as in effect on the date hereof. In addition, Parent shall not be liable for any settlement effected without their prior written consent (which consent cause the Surviving Corporation to, and the Surviving Corporation, shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation pay all amounts that become due and payable under this Agreement to any Covered Person to the extent that a court Company's Amended and Restated Certificate of competent jurisdiction shall determine in a final Incorporation and non-appealable order that Bylaws and such indemnification is prohibited by applicable Law, in which case agreements. Parent hereby guarantees the Covered Person shall promptly refund to Sohu Game or obligations of the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); Corporation set forth in Section 6.7(a) above and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing6.7(b). (c) For Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a ------------- period of not less than six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, -------- ------- that Sohu Game shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous Parent may substitute therefor policies of directors’ substantially equivalent coverage and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable amounts containing terms no less favorable to such existing coverage)former directors or officers; provided, further, that if the annual premium may not exceed existing D&O Insurance expires or is -------- ------- terminated or cancelled during such period, then Parent or the Base Surviving Corporation shall use all commercially reasonable efforts to obtain substantially similar D&O Insurance; provided further, however, that in no event -------- ------- shall Parent be required to pay aggregate premiums for insurance under this Section 6.7(b) in excess of $500,000 ("Premium. ") (ethe aggregate premiums paid by the Company in 1999, 2000 and 2001 on an annualized basis for such purpose are set forth in Section 6.7(b) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its SubsidiariesDisclosure Schedule); and provided, or any Indemnification Agreements-------- further, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company that if Parent or the Surviving Company or any Corporation is unable to obtain the ------- amount of their respective successors or assigns (iinsurance required by this Section 6.7(b) consolidates with or merges into any other Person and shall not be for the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any PersonPremium, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company Parent or the Surviving Company, Corporation shall obtain as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the obligations set forth much insurance as can be obtained for an annual premium not in this Section 7.04. (g) The provisions of this Section 7.04 shall survive the consummation excess of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise havePremium.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shallThe Surviving Corporation shall indemnify, defend and shall cause hold harmless the Surviving individuals who served as officers or directors of the Company to, for a period of six (6) years after and the Company Subsidiaries at any time at or prior to the Effective Time (and until such later date the “Covered Persons”) as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects provided by the obligations terms of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Articles or Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as Bylaws in effect on the date hereof and under any indemnification or other similar agreements (the “Indemnification Agreements”) as in effect on the date hereof (the “Indemnification Agreements”true and correct copies of which previously have been provided to Parent) to the individuals entitled to indemnification, exculpation and/or advancement of against any liabilities and expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present counsel fees and former director disbursements, and officer amounts of the Companyjudgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) (the “incurred by such Covered Persons”) Persons arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, whether or not asserted prior to the Effective Time (including acts or omissions occurring in connection with the consideration, negotiation adoption and approval of this Agreement and the Transactions and the consummation of the Transactions), to the full extent permissible under applicable provisions of the GBCC. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and The Surviving Corporation shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or advance expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities reasonable legal fees and amounts paid expenses) incurred in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out defense of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to any matters subject to indemnification pursuant to Section 6.6(a) pursuant to the procedures set forth, and to the extent provided in the Company Articles, the Company Bylaws or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person to whom expenses are advanced undertakes, to the extent required by the Company Articles, the Company Bylaws or the GBCC, to repay such Covered advanced expenses if it is ultimately determined that such Person or such Covered Person consents in writingis not entitled to indemnification. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, the organizational articles of incorporation and governing documents bylaws of the Surviving Company shall, to the extent consistent with applicable Law, Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contraryDocuments. The Indemnification Agreements with Covered Persons in existence on the date of this Agreement that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall cause the Surviving Corporation to be maintained in effect the current policies of directorsmaintain and extend all existing officers’ and officersdirectors’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous“D&O Insurance”) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of not less than six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed claims arising in whole or in part from facts or events that actually or allegedly committed at occurred on or prior before the Effective Date, including in connection with the approval of this Agreement and the Transactions contemplated hereby; provided, however, that the Surviving Corporation may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Effective Time (such coverage shall have an aggregate coverage limit over Covered Persons than the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage)D&O Insurance; provided, further, that if the annual premium may existing D&O Insurance expires or is terminated or cancelled during such period through no fault or the Surviving Corporation, the Surviving Corporation shall obtain substantially similar D&O Insurance; provided further, however, that in no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.6(d) in excess of 300% of the aggregate premiums paid by the Company in 2004 for such purpose (the “Base Premium”), the true and correct amount of which is set forth in Section 6.6(d) of the Company Disclosure Schedule; and provided, further, that if the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.6(d) for such aggregate premium, the Surviving Corporation shall obtain as much insurance as can be obtained for aggregate premiums not exceed in excess of 300% of the Base Premium. In lieu of the foregoing, Parent or the Surviving Corporation may elect to obtain prepaid policies prior to the Effective Time, which policies provide the Covered Persons with D&O Insurance coverage of equivalent amount and on at least as favorable terms as that provided by the Company’s current D&O Insurance for an aggregate period of at least six (6) years after the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in connection with the approval of this Agreement and the Transactions contemplated hereby. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (Corporation or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume all of the applicable obligations set forth in this Section 7.046.6. (gf) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-third party beneficiaries of this Section 7.04 6.6, and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended 6.6 shall not be amended in a manner that is adverse to be in addition to and not in substitution of other rights any the Covered Persons may otherwise have(including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shall, and Parent shall cause the Surviving Entity and each of the Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Subsidiaries to honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries the Company Subsidiaries, to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof and disclosed in Section 6.4(a) of the Company Disclosure Letter (the “Indemnification Agreements”) ), to each of the individuals entitled to indemnification, exculpation and/or advancement of expenses under Covered Persons who are covered by such Company Governing Documents, other organizational or governing documents Company Subsidiary Governing Documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Merger Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. Parent agrees to maintain in effect the rights to indemnification or exculpation from liabilities for acts or omissions occurring prior to the Merger Effective Time equivalent to the provisions now existing in favor of any such Covered Person in any Company Governing Document, Company Subsidiary Governing Document or Indemnification Agreement, and shall not amend, repeal or modify such rights in a manner adverse to a Covered Person for a period of six (6) years following the Closing Date; provided that, if at any time prior to the six-year anniversary of the Closing Date, any Covered Person delivers to Parent a written notice asserting that indemnification is required pursuant to this Section 6.4 with respect to a Claim, then the provisions for indemnification under this Section 6.4 with respect to such Claim shall survive the six-year anniversary of the Closing Date and shall continue to apply until such time as such Claim is fully and finally resolved. (b) Without limiting the provisions of Section 7.04(a6.4(a), for a period of six (6) years after the Merger Effective Time (Time, Parent and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game the Surviving Entity shall, and Parent shall cause the Surviving Company Entity to, comply with all of in each case to the Company’s obligations to: fullest extent permitted by applicable Law (but, in each instance for which indemnification is sought, only if such Covered Person would be entitled to indemnification by the Company or any Company Subsidiary under the Indemnification Agreements, the Company Governing Documents or the Company Subsidiary Governing Documents): (i) indemnify and hold harmless each person who is on the date hereof, or was previously, or is at any time from the date hereof until the Merger Effective Time, serving as a manager, director, officer, trustee, fiduciary or agent of the Company or any Company Subsidiary and acting in such capacity (collectively, the “Covered Person Persons”) against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities liabilities, Claim Expenses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect thereof) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the TransactionsClaim; and (ii) promptly pay on behalf of, or advance to, each Covered Person in advance of the final disposition of any such claimClaim, action, suit, proceeding or investigation the expenses all Claim Expenses (including attorneys’ feesfees and any Claims Expenses incurred in enforcing any rights with respect to such indemnification or advancement) of any Covered Person upon incurred in connection with defending, serving as a witness with respect to or otherwise participating with respect to such Claim, in each case, without the posting of any surety or bond, but subject to the receipt of an undertaking by or on behalf of such Covered Person to repay such amount Claim Expenses if it is shall ultimately be determined that such Covered Person is not entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Merger Effective Time, any Covered Person delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 6.4 with respect to a Claim, then the provisions for indemnification contained in this Section 6.4 with respect to such Claim shall survive the sixth (6th) anniversary of the Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. Sohu Game and Notwithstanding anything to the contrary set forth in this Agreement, neither Parent nor the Surviving Company Entity (x1) shall not be liable for any settlement effected without their prior written consent consent, and (which consent shall not be unreasonably withheld, delayed or conditioned); (y2) shall not have any obligation under this Agreement hereunder to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game Parent or the Surviving Company Entity the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) hereto. Neither Parent nor the Surviving Entity shall not settle or settle, compromise or consent to the entry of any judgment in, or otherwise seek termination with respect to to, any claim, action, suit, proceeding actual or investigation threatened Claim in respect of a Covered Person for which indemnification may be sought under this Section 7.04(b) by a Covered Person hereunder unless such settlement, compromise, consent compromise or termination judgment includes an unconditional release of such Covered Person Persons from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writingClaim. (c) For a period of six (6) years after the Merger Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided provided, that Sohu Game the Company may substitute therefor policies written by carriers with reputable and financially sound carriers of A.M. Best ratings no lower than the existing policies, providing at least the same coverage and amounts and containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Merger Effective Time; provided, however, that Sohu Game Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Merger Effective Time, the Company shall may purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Merger Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior Time, if such insurance can be obtained for an annual premium equal to the Effective Time (such coverage shall have an aggregate coverage limit over the term Base Premium with terms, conditions, retentions and limits of such policy liability that are at least as favorable as provided in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that policies as of the annual premium may not exceed the Base Premiumdate hereof. (ed) Upon being served with If any summonsof Parent or the Surviving Entity, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns assigns, (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger; merger or (ii) liquidates, dissolves or winds-up, or transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the obligations set forth in this Section 7.046.4. (ge) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) 6.4 are intended to be for the express third-benefit of, and shall be enforceable by, each Covered Person and other Person referred to in this Section 6.4 (who are intended to be third party beneficiaries of this Section 7.04 6.4), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Surviving Entity, and shall not be entitled amended in a manner that is adverse to enforce any Covered Person (including his or her successors, assigns and heirs) without the provisions prior written consent of the applicable Covered Person (including the successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.04. All rights under this Section 7.04 are intended to 6.4 shall be in addition to to, and not in substitution of for, any other rights any to indemnification or exculpation which a Covered Persons may otherwise havePerson and other Person referred to in this Section 6.4 is entitled, whether pursuant to applicable Law, contract or otherwise.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shall, and DLR shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under covered by such Company Governing Documents, other organizational or governing documents Documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Company Merger Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a6.4(a), for a period of six (6) years after the Company Merger Effective Time Time, DLR (but only to the extent the Covered Persons would be permitted to be indemnified by the Company under the Company Governing Documents and until such later date as of which any matter covered hereby commenced during such six (6applicable Law) year period has been finally disposed of), Sohu Game shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Timesuch, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including reasonable attorneys’ fees) of any Covered Person upon receipt receipt, to the extent required by applicable Law, of an undertaking by or on behalf of such Covered Person to repay such amount if it is shall ultimately be determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person Notwithstanding anything to the extent that a court of competent jurisdiction shall determine contrary contained in a final and non-appealable order that such indemnification is prohibited by applicable Lawthis Section 6.4 or elsewhere in this Agreement, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) DLR shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b6.4(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writinginvestigation. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger Mergers shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Company Merger Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, Sohu Game DLR shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided provided, that Sohu Game DLR may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Company Merger Effective Time; provided, however, that Sohu Game DLR shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game DLR shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (Entity or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume all of the applicable obligations set forth in this Section 7.046.4. (gf) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-third party beneficiaries of this Section 7.04 6.4, and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended 6.4 shall not be amended in a manner that is adverse to be in addition to and not in substitution of other rights any the Covered Persons may otherwise have(including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game Parent shall, and shall cause the Surviving Company Entity and each of the Company’s Subsidiaries to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has shall have been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries such Person to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the CompanyCompany and its Subsidiaries) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a7.4(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has shall have been finally disposed of), Sohu Game Parent shall, and shall cause the Surviving Company Entity to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; , and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is shall ultimately be determined that such Covered Person is not entitled to be indemnified. Sohu Game Notwithstanding anything to the contrary contained in this Section 7.4 or elsewhere in this Agreement, Parent and the Surviving Company Entity (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); , (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game Parent or the Surviving Company Entity the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); , and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b7.4(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has shall have been finally disposed of), the organizational and governing documents of the Surviving Company Entity and each of the Company’s Subsidiaries shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents and the organizational and governing documents of each of the Company’s Subsidiaries in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has shall have been finally disposed of), Sohu Game Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game Parent at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may shall not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the obligations set forth in this Section 7.04. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game Parent shall, and shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game Parent and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, provided that Sohu Game Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, that if the Company in its sole discretion elects, by giving written notice to Sohu Game Parent at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Sohu GameParent’s option, Sohu GameParent, shall assume the obligations set forth in this Section 7.04. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shall, and Parent shall cause the Surviving Company toCorporation, for a period of and the Surviving Corporation hereby agrees, to do the following: (a) For six (6) years after the Effective Time (Time, the Surviving Corporation shall indemnify and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor hold harmless the present and fulfill in all respects the obligations former officers and directors of the Company and (each an "Indemnified Person") in respect of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions acts or omissions in their capacity as such occurring at or prior to the Effective TimeTime to the fullest extent permitted by the DGCL or any other applicable laws or as provided under the certificate of incorporation and bylaws in effect on the date hereof, including in connection with the consideration, negotiation and approval of this Agreement and the Transactionsprovided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. (b) Without limiting the provisions of Section 7.04(a), for a period of For six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company Surviving Corporation shall purchase a provide officers' and directors’ and officers’ ' liability insurance “tail” in respect of acts or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or occurring prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium.the (ec) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04If Parent, the organizational and governing documents of the Company Surviving Corporation or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; , or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company Parent or the Surviving CompanyCorporation, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the obligations set forth in this Section 7.046.7. (gd) The provisions rights of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights each Indemnified Person under this Section 7.04 are intended to 6.7 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, under the DGCL or any other applicable laws or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger for the periods set forth above and not in substitution of other rights any Covered Persons may otherwise haveare intended to benefit, and shall be enforceable by, each Indemnified Person.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game The Parent shall, and shall cause the Surviving Company to, for a period of six Corporation (6) years after the Effective Time (and until such later date as of which or any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries successor to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”Surviving Corporation) to the individuals entitled to indemnificationindemnify, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify defend and hold harmless each Covered Person Indemnified Party against all losses, claims, damages, liabilities, costs, fees and from any costs or expenses (expenses, including attorneys’ fees), fees and disbursements of counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection (PROVIDED that any such settlement is effected with any claim, action, suit, proceeding the written consent of the Parent or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises Surviving Corporation) arising out of actions or pertains to: (A) any action omissions occurring at or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective TimeTime to the full extent permitted under applicable Delaware law, or (B) this Agreement and any the terms of the Transactions; and (ii) pay Company's certificate of incorporation or the by-laws, as in advance effect at the date hereof, PROVIDED that, in the event any claim, demand or claims are asserted or made, all rights to indemnification in respect of the final any such demand, claim or claims shall continue until disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writingclaims. (cb) For The Parent shall, and shall cause the Surviving Corporation to maintain in effect the Company's existing officers' and directors' liability insurance for a period of not less than six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than Date covering those persons who are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided Company's officers' and directors' insurance, PROVIDED, that Sohu Game the Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous to such former directors or officers. (c) The certificate of incorporation and the bylaws of the Surviving Corporation shall contain provisions with respect to claims arising from or related indemnification identical to facts or events which occurred at or before those contained in the Effective Time; providedcertificate of incorporation and bylaws of the Company, however, that Sohu Game each as in effect on the date of this Agreement. The Parent and the Surviving Corporation shall not be obligated take any action to make annual premium payments for amend, repeal, supplement or modify such insurance provisions in a manner adverse to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premiumany Indemnified Party. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (fd) In the event the Company Parent or the Surviving Company Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; , or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.7, proper provision shall be made so that the successors and assigns of the Company Parent or the Surviving Company, as the case may be, or at Sohu Game’s option, Sohu Game, shall Corporation assume the obligations set forth in this Section 7.046.7, and none of the actions described in clause (i) or (ii) shall be taken until such provision is made. (ge) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 6.7 are intended to be in addition to for the benefit of, and not in substitution shall be enforceable by, each of other rights any Covered Persons may otherwise havethe Indemnified Parties, their heirs and their representatives.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shallFor a period of six years after the Effective Time, and Parent shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Corporation to honor and fulfill in all respects respects, and the Surviving Corporation shall honor and fulfill in all respects, the indemnification obligations of the Company to the current and each former directors, officers and employees of its Subsidiaries the Company determined as of the Effective Time (the “Covered Persons”) to the fullest extent permissible under applicable Law, provisions of the MBCA (i) under the Company Governing Documents, Charter and corresponding organizational or governing documents of such Subsidiary, in each case, Company Bylaws as in effect on the date hereof of this Agreement and (ii) under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer provisions of the Company) (the “Covered Persons”) MBCA, arising out of or relating to actions or omissions in their capacity as such directors, officers or employees of the Company occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims; and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Minnesota law and the Company Governing Documents shall be made by special legal counsel (as defined in the MBCA) selected by the Surviving Corporation in accordance with Section 302A.521 of the MBCA. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and The Surviving Corporation shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or advance expenses (including attorneys’ reasonable legal fees) incurred in the defense of any claim, action, suit, proceeding or investigation in respect of any matters subject to indemnification pursuant to Section 6.5(a) to the extent permitted by the applicable provisions of the MBCA; provided, however, that any Person to whom expenses are advanced undertakes to repay such advanced expenses if it ultimately is determined that such Person is not entitled to indemnification. (c) Any Covered Persons wishing to claim indemnification under Section 6.5(a), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with upon learning of any such claim, action, suit, proceeding or investigation, whether civilshall promptly notify Parent thereof, criminal, administrative but the failure to so notify shall not relieve Parent or investigativethe Surviving Corporation of any liability it may have to such Covered Persons except to the extent such failure materially prejudices the indemnifying party, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to permitted under the Effective Time, or (B) this Agreement and any of MBCA. In the Transactions; and (ii) pay in advance of the final disposition event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), except to the extent otherwise provided by applicable law, (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent and, the Surviving Corporation shall not be liable to such Covered Persons for any legal expenses (including attorneys’ fees) of other counsel or any other expenses subsequently incurred by such Covered Person upon receipt Persons in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Covered Persons advises that there are issues which raise conflicts of an undertaking by interest between Parent or on behalf the Surviving Corporation and the Covered Persons, the Covered Persons may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Covered Person to repay such amount if it is ultimately determined Persons promptly as statements therefor are received; provided, however, that such Covered Person is not entitled to be indemnified. Sohu Game Parent and the Surviving Company Corporation shall be obligated pursuant to this Section 6.5(c) to pay for only one firm of counsel for all Covered Persons in any jurisdiction unless the use of one counsel for such Covered Persons would present such counsel with a conflict of interest; provided, that the fewest number of counsels necessary to avoid conflicts of interest shall be used; (xii) the Covered Person will cooperate in the defense of any such matter, and (iii) Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheldconsent; and provided, delayed or conditioned); (y) further, that Parent and the Surviving Corporation shall not have any obligation under this Agreement hereunder to any Covered Person to the extent that if and when a court of competent jurisdiction shall determine in a ultimately determine, and such determination shall have become final and non-appealable order nonappealable, that such the indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writingthe manner contemplated hereby is prohibited by law. (cd) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, the organizational articles of incorporation and governing documents bylaws of the Surviving Company shall, to the extent consistent with applicable Law, Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation from liability or limitation of liability of Covered Persons for periods prior to and including the Effective Time than are currently set forth forth, as of the date of this Agreement, in the Company Governing Documents in effect on the date hereof (Charter and Company Bylaws, as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (de) For a period The Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of six (6) years after the Effective Time (to, obtain and until such later date as of pay for “tail” insurance policies prior to the Effective Time, which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game policies shall cause to be maintained in effect provide the current policies of Covered Persons with directors’ and officers’ liability insurance maintained (“D&O Insurance”) coverage of equivalent amount and on no less favorable terms to the Covered Persons than that provided by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers Company’s current D&O Insurance for an aggregate period of at least the same coverage and amounts containing terms and conditions which are no less advantageous) six years with respect to claims arising from or related to facts or events which that occurred at on or before the Effective Time, including in connection with the approval of this Agreement and the Transactions; provided, however, that Sohu Game the Parent and the Surviving Corporation shall not be obligated maintain such policies in full force and effect, and continue to make annual premium payments honor their obligations thereunder. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance to the extent such premiums exceed 300% policies as of the annual premiums paid Effective Time, Parent and the Surviving Corporation shall maintain and extend the existing D&O Insurance of the Company as of the date hereof of this Agreement for a period of not less than six years after the Effective Time in respect of claims arising in whole or in part from facts or events that actually or allegedly occurred on or before the Effective Time, including in connection with the approval of this Agreement and the Transactions; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Covered Persons than the existing D&O Insurance; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period through no fault of Parent or the Surviving Corporation, the Surviving Corporation shall obtain substantially equivalent D&O Insurance. Notwithstanding anything to the contrary contained herein, in no event shall Parent or the Surviving Corporation be required to pay aggregate annual premiums for D&O Insurance under this Section 6.5(e) in excess of 200% of the aggregate annual premiums paid by the Company in 2006 for such insurance purpose (such 300% amount, the “Base Premium”); provided, furtherand if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.5(e) for such aggregate annual premium, if such insurance coverage cannot Parent or the Surviving Corporation shall obtain as much D&O Insurance as can be obtained at all, or can only be obtained at an for aggregate annual premium premiums not in excess of 200% of the Base Premium, Sohu Game . Parent and the Surviving Corporation shall maintain the most advantageous such policies of directors’ in full force and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policyeffect, and in all other respects shall be comparable continue to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceedinghonor their obligations thereunder. (f) In the event the Company Parent or the Surviving Company Corporation, or any successor or assign of their respective successors Parent or assigns Surviving Corporation, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity arising out of such consolidation or merger; merger or (ii) transfers all or substantially all of its properties and assets to any other Person, then, then and in each such case, case proper provision shall be made so that the successors and assigns continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume all of the obligations of Parent or the Surviving Corporation, as the case may be, set forth in this Section 7.046.5. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-third party beneficiaries of this Section 7.04 6.5, and, from and shall be entitled to enforce after the provisions of Acceptance Time, this Section 7.04. All rights under this Section 7.04 are intended 6.5 shall not be amended in a manner that is adverse to be in addition to and not in substitution of other rights any the Covered Persons may otherwise have(including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs).

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game Super ROI shall, and shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its Subsidiaries to the fullest extent permissible under applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(a8.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Super ROI shall, and shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game Super ROI and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game Super ROI or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b8.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game Super ROI shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game Super ROI may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game Super ROI shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game Super ROI shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game Super ROI at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverage); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.048.04, the organizational and governing documents of the Company or any of its Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e8.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (f) In the event the Company or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Sohu GameSuper ROI’s option, Sohu GameSuper ROI, shall assume the obligations set forth in this Section 7.048.04. (g) The provisions of this Section 7.04 8.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 8.04 and shall be entitled to enforce the provisions of this Section 7.048.04. All rights under this Section 7.04 8.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shallFor a period of six years after the Effective Time, and Parent shall cause the Surviving Company to, for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Corporation to honor and fulfill in all respects respects, and the Surviving Corporation shall honor and fulfill in all respects, the indemnification obligations of the Company to the current and each former directors and officers (together the “Covered Persons”) and employees of its Subsidiaries the Company to the fullest extent permissible under applicable Law, provisions of the MBCA (i) under the Company Governing Documents, Charter and corresponding organizational or governing documents of such Subsidiary, in each case, Company Bylaws as in effect on the date hereof of this Agreement and (ii) under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer provisions of the Company) (the “Covered Persons”) MBCA, arising out of or relating to actions or omissions in their capacity as such directors, officers or employees occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Without limiting the provisions of Section 7.04(a), for a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall, and The Surviving Corporation shall cause the Surviving Company to, comply with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs or advance expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such prior to the Effective Time, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ reasonable legal fees) incurred in the defense of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation in respect of a Covered any matters subject to indemnification pursuant to Section 6.5(a) pursuant to the procedures set forth in, and to the extent permitted by the applicable provisions of, the MBCA; provided, however, that any Person for which indemnification may be sought under this Section 7.04(b) unless to whom expenses are advanced undertakes, to the extent required by the applicable provisions of the MBCA, to repay such settlement, compromise, consent or termination includes an unconditional release of advanced expenses if it ultimately is determined that such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does is not include any admission of liability with respect entitled to such Covered Person or such Covered Person consents in writingindemnification. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, the organizational articles of incorporation and governing documents bylaws of the Surviving Company shall, to the extent consistent with applicable Law, Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation from liability or limitation of liability of Covered Persons and employees for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (Charter and Company Bylaws, as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of at least six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)Time, Sohu Game Parent shall cause the Surviving Corporation to be maintained maintain in effect either (i) the current policies policy of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous in any material respect to the insured parties thereunder) with respect to claims arising from or related to facts or events which that occurred at or before the Effective Time; providedTime (including consummation of the Merger), howeveror (ii) a run-off (i.e., that Sohu Game shall not be obligated to make annual premium payments for such insurance tail) policy or endorsement with respect to the extent such premiums exceed 300% current policy of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of covering claims asserted within six (6) years after the Effective Time with respect to wrongful acts and/or omissions committed arising from facts or allegedly committed events that occurred at or prior to before the Effective Time (such coverage shall have an aggregate coverage limit over including consummation of the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects shall be comparable to such existing coverageMerger); provided, further, that the annual premium may not exceed the Base Premium. (e) Upon being served with any summons, citation, subpoena, complaint, indictment, information, and such policies or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational endorsements shall name as insureds thereunder all present directors and governing documents officers of the Company or any of its the Company Subsidiaries, or any Indemnification Agreements, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e), neither the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal Proceeding. (fe) In the event the Company Parent or the Surviving Company Corporation, or any successor or assign of their respective successors Parent or assigns Surviving Corporation, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity arising out of such consolidation or merger; merger or (ii) transfers all or substantially all of its properties and assets to any other Person, then, then and in each such case, case proper provision shall be made so that the successors and assigns continuing or surviving corporation or entity or transferee of the Company or the Surviving Companysuch assets, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume all of the obligations of Parent or the Surviving Corporation, as the case may be, set forth in this Section 7.046.5. (gf) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-third party beneficiaries of this Section 7.04 6.5, and, from and shall be entitled to enforce after the provisions of Acceptance Time, this Section 7.04. All rights under this Section 7.04 are intended 6.5 shall not be amended in a manner that is adverse to be in addition to and not in substitution of other rights any the Covered Persons may otherwise have(including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shallParent and Merger Sub agree that all rights to exculpation, indemnification and shall cause advancement of expenses from the Surviving Company toor any of its Subsidiaries now existing in favor of the current or former directors, for a period of six (6) years after officers or employees, as the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)case may be, honor and fulfill in all respects the obligations of the Company and each of or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement shall survive the Transactions and shall continue in full force and effect (and with respect to the fullest extent permissible under Company, shall be reflected in the applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(adocuments), for a period of six (6) years after the Effective Time (and until Time. During such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)period, Sohu Game shall, and Parent shall cause the Surviving Company toCorporation to maintain in effect, comply solely with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs respect to acts or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such omissions prior to the Effective Time, or (B) this Agreement the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to the Effective Time or in any indemnification 31 agreements of the Transactions; Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and (ii) pay shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify any such provisions in advance any manner that would adversely affect the rights thereunder of any individual who at any time on or prior to the Effective Time was a director, officer or employee of the final disposition Company or any of any such claimits Subsidiaries (collectively, action, suit, proceeding the “Indemnified Parties”) in respect of actions occurring at or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person prior to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed ofincluding, without limitation, the transactions contemplated by this Agreement), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable unless such modification is required by Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall not be obligated to make annual premium payments for continue until the disposition of such insurance to the extent action or resolution of such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ claim. From and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to after the Effective Time, thenParent shall cause the Surviving Corporation and its Subsidiaries to honor, in lieu accordance with their respective terms, each of the foregoing insurance, effective as of covenants contained in this Section 6.5. (b) At or prior to the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” and fiduciary liability insurance program coverage (which by its terms shall survive the Merger) for a period of its directors and officers, which shall provide such directors and officers with coverage for six (6) years after following the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior on terms acceptable to the Effective Time (such coverage shall have an Company, so long as the aggregate coverage limit over the term cost does not exceed 135% of such policy in an amount not to exceed the annual aggregate coverage limit under premium for the Company’s existing directors’ and officers’ liability insurance policy, less a credit for unearned premiums. Parent shall, and shall cause the Surviving Corporation to, maintain such policy in all other respects shall be comparable full force and effect, and continue to such existing coverage); provided, further, that honor the annual premium may not exceed obligations of the Base PremiumSurviving Corporation thereunder. (ec) Upon being served with Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any summonsIndemnified Party in successfully enforcing the obligations provided in this Section 6.5. (d) The rights of each Indemnified Party hereunder shall be in addition to, citationand not in limitation of, subpoena, complaint, indictment, information, any other rights such Indemnified Party may have under the certificates of incorporation or by-laws or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing organization documents of the Company or any of its SubsidiariesSubsidiaries or the Surviving Corporation, or any Indemnification Agreementsother indemnification arrangement, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company DGCL or any of its Subsidiaries from being materially and adversely prejudiced by late noticeotherwise. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense provisions of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e)6.5 shall survive the consummation of the Transactions and expressly are intended to benefit, neither and are enforceable by, each of the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal ProceedingIndemnified Parties. (fe) In the event the Company or Parent, the Surviving Company Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, person it shall make proper provision shall be made so that the successors and assigns of the Company Parent or the Surviving CompanyCorporation, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the respective obligations of Parent or the Surviving Corporation set forth in this Section 7.046.5. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.

Directors’ and Officers’ Insurance and Indemnification. (a) Sohu Game shallParent and Merger Sub agree that all rights to exculpation, indemnification and shall cause advancement of expenses from the Surviving Company toor any of its Subsidiaries now existing in favor of the current or former directors, for a period of six (6) years after officers or employees, as the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)case may be, honor and fulfill in all respects the obligations of the Company and each of or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement shall survive the Transactions and shall continue in full force and effect (and with respect to the fullest extent permissible under Company, shall be reflected in the applicable Law, under the Company Governing Documents, and corresponding organizational or governing documents of such Subsidiary, in each case, as in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such Company Governing Documents, other organizational or governing documents or Indemnification Agreements (including each present and former director and officer of the Company) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 7.04(adocuments), for a period of six (6) years after the Effective Time (and until Time. During such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of)period, Sohu Game shall, and Parent shall cause the Surviving Company toCorporation to maintain in effect, comply solely with all of the Company’s obligations to: (i) indemnify and hold harmless each Covered Person against and from any costs respect to acts or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such omissions prior to the Effective Time, or (B) this Agreement the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Transactions; Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and (ii) pay shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify any such provisions in advance any manner that would adversely affect the rights thereunder of any individual who at any time on or prior to the Effective Time was a director, officer or employee of the final disposition Company or any of any such claimits Subsidiaries (collectively, action, suit, proceeding the “Indemnified Parties”) in respect of actions occurring at or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person prior to repay such amount if it is ultimately determined that such Covered Person is not entitled to be indemnified. Sohu Game and the Surviving Company (x) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) shall not have any obligation under this Agreement to any Covered Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Sohu Game or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 7.04(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing. (c) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed ofincluding, without limitation, the transactions contemplated by this Agreement), the organizational and governing documents of the Surviving Company shall, to the extent consistent with applicable unless such modification is required by Law, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Governing Documents in effect on the date hereof (as the case may be) and shall not contain any provision to the contrary. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such six (6) year period has been finally disposed of), Sohu Game shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Sohu Game may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Sohu Game all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall not be obligated to make annual premium payments for continue until the disposition of such insurance to the extent action or resolution of such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Sohu Game shall maintain the most advantageous policies of directors’ claim. From and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Sohu Game at least five (5) business days prior to after the Effective Time, thenParent shall cause the Surviving Corporation and its Subsidiaries to honor, in lieu accordance with their respective terms, each of the foregoing insurance, effective as of covenants contained in this Section 6.5. (b) At or prior to the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” and fiduciary liability insurance program coverage (which by its terms shall survive the Merger) for a period of its directors and officers, which shall provide such directors and officers with coverage for six (6) years after following the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior on terms acceptable to the Effective Time (such coverage shall have an Company, so long as the aggregate coverage limit over the term cost does not exceed 135% of such policy in an amount not to exceed the annual aggregate coverage limit under premium for the Company’s existing directors’ and officers’ liability insurance policy, less a credit for unearned premiums. Parent shall, and shall cause the Surviving Corporation to, maintain such policy in all other respects shall be comparable full force and effect, and continue to such existing coverage); provided, further, that honor the annual premium may not exceed obligations of the Base PremiumSurviving Corporation thereunder. (ec) Upon being served with Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any summonsIndemnified Party in successfully enforcing the obligations provided in this Section 6.5. (d) The rights of each Indemnified Party hereunder shall be in addition to, citationand not in limitation of, subpoena, complaint, indictment, information, any other rights such Indemnified Party may have under the certificates of incorporation or by-laws or other document relating to any Legal Proceeding which may result in the payment or advancement of any amounts under Section 7.04, the organizational and governing organization documents of the Company or any of its SubsidiariesSubsidiaries or the Surviving Corporation, or any Indemnification Agreementsother indemnification arrangement, the person seeking indemnification shall promptly notify the Surviving Company to prevent the Surviving Company DGCL or any of its Subsidiaries from being materially and adversely prejudiced by late noticeotherwise. The Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Legal Proceeding and, at its option, assume the defense provisions of such Legal Proceeding. The person seeking indemnification shall have the right to effectively participate in the defense and/or settlement of such Legal Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Legal Proceeding. In the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Legal Proceeding pursuant to this Section 7.04(e)6.5 shall survive the consummation of the Transactions and expressly are intended to benefit, neither and are enforceable by, each of the Surviving Company nor any of its Subsidiaries shall be liable to the person seeking indemnification for any fees of counsel subsequently incurred by such person with respect to the same Legal ProceedingIndemnified Parties. (fe) In the event the Company or Parent, the Surviving Company Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, person it shall make proper provision shall be made so that the successors and assigns of the Company Parent or the Surviving CompanyCorporation, as the case may be, or at Sohu Game’s option, Sohu Game, shall assume the respective obligations of Parent or the Surviving Corporation set forth in this Section 7.046.5. (g) The provisions of this Section 7.04 shall survive the consummation of the Merger. The Covered Persons (and their successors and heirs) are intended express third-party beneficiaries of this Section 7.04 and shall be entitled to enforce the provisions of this Section 7.04. All rights under this Section 7.04 are intended to be in addition to and not in substitution of other rights any Covered Persons may otherwise have.