Exhibit 4.18B

 

The Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement

 

This Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”) is made by the following parties on October 24, 2019:

 

(1)                                Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at 5/F-10/F, FIYTA Building, High-tech South 1st Road, Hi-tech Park, Nanshan District, Shenzhen (“Tencent”);

 

(2)                                Sohu.com Limited, a corporation duly established and validly existing under the laws of Cayman Islands, with its legal address at PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands (“Sohu”);

 

(3)                                Sogou Inc., a corporation duly established and validly existing under the laws of the Cayman Islands, with its legal address at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“Sogou Inc.”);

 

(4)                                Beijing Sogou Technology Development Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at Room 01, 9/F Sohu.com Internet Plaza, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou China”);

 

(5)                                Beijing Sogou Network Technology Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with legal address at Room 03, 10/F, Building 9, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou Network”);

 

(6)                                Beijing Sogou Information Service Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at Room 02, 9/F Sohu.com Internet Plaza, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou Information”);

 

(7)                                Shenzhen Shi Ji Guang Su Information Technology Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at 16/F, Tencent Building, Kejizhongyi Road, Yuehai Street, Nanshan District, Shenzhen, Guangdong Province, China (“Shi Ji Guang Su”)

 

The parties mentioned above shall hereinafter be referred to individually as a “Party”, and collectively as the “Parties”. In particular, Sogou Inc., Sogou China, Sogou Network, Sogou Information and Shi Ji Guang Su are collectively referred to as “Sogou”.

 

Whereas,

 

The Parties entered into the Amended and Restated Business Development and Resource Sharing Agreement (the “Agreement”) on September 25, 2017, and Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“First Supplemental Agreement”) on September 20, 2018.

 

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Upon amicable consultation, the Parties amend relevant provisions of the Frist Supplemental Agreement as follows:

 

1.              The Parties agree to extend the validity period of Subparagraph (3) of Paragraph 1 of Clause 2 “Amendment to the Strategic Principles of Business Development and Resource Sharing” of the First Supplementary Agreement for one year to September 15, 2020, i.e. the Subparagraph is modified as follows: The search function inside Weixin/WeChat is not the above-mentioned “general search engine”, and is not subject to the above provision that “such default general search engine shall be the search engine powered by Sogou”. However, from September 16, 2019 to September 15, 2020, under equivalent conditions and subject to Tencent’s requirements for user experience, Sogou Search will be the preferred third-party search function to power such a Weixin/WeChat search function that allows Weixin/WeChat users to access Internet information outside Weixin/WeChat for that period. Without prejudice to user experience, the cooperation herein may be extended for additional successive one-year periods during the Cooperation Period.

 

2.              Miscellaneous

 

2.1       Effectiveness. This Supplemental Agreement shall become effective when the Parties sign or seal on the date first written above.

 

2.2       Validity. This Supplemental Agreement shall become an integral part of the Agreement and First Supplementary Agreement when it becomes effective, and shall have the same legal force as the Agreement and the First Supplementary Agreement. If there is any discrepancy between the provisions of this Supplemental Agreement and the Agreement and the First Supplementary Agreement, this Supplemental Agreement shall prevail, and the other provisions of the Agreement and the First Supplementary Agreement shall remain fully effective.

 

2.3       Definition and Interpretation. Unless otherwise stated, the words used herein shall have the same meanings set forth in the Agreement and the First Supplementary Agreement.

 

2.4       Counterparts. This Supplemental Agreement may be made in multiple counterparts. All counterparts shall be originals when they are signed and delivered, and together constitute the same one agreement.

 

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[Signature Page]

 

IN WITNESS WHEREOF, the Parties hereto have caused this Supplemental Agreement to be executed by their respective authorized representatives on the date and year first written above.

 

 

	
Shenzhen Tencent Computer   Systems Co., Ltd.
    	
 
    	
Sohu.com Limited
    
	
 
    	
 
    	
 
    
	
(Seal)
    	
 
    	
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Signature:
    	
 
    	
 
    	
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Sogou Inc.
    	
 
    	
Beijing Sogou Technology   Development Co., Ltd.
    
	
 
    	
 
    	
 
    
	
(Seal)
    	
 
    	
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Signature:
    	
 
    	
 
    	
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Beijing Sogou Network   Technology Co., Ltd.
    	
 
    	
Shenzhen Shi Ji Guang Su   Information Technology Co., Ltd.
    
	
 
    	
 
    	
 
    
	
(Seal)
    	
 
    	
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Signature:
    	
 
    	
 
    	
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Beijing Sogou Information   Service Co., Ltd.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
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Signature:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
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