exv4w2






Exhibit 4.2




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




          This AMENDMENT NO. 1 (this “Amendment”), dated as of November 18, 2009, is made by and between
SINA Corporation., a Cayman Islands exempted company (the “Company”), and American Stock Transfer &
Trust Company LLC, a New York limited liability trust company, as Rights Agent (the “Rights
Agent”).




RECITALS




     A. The Company and the Rights Agent are parties to a Rights Agreement dated as of February 22,
2005 (the “Rights Agreement”).



     B. The Board of Directors of the Company has determined that the modifications to the Rights
Agreement set forth herein are necessary and desirable to facilitate the orderly operation of the
Rights Plan to the benefit of the Company and the holders of Ordinary Shares of the Company, the
Company has accordingly directed the Rights Agent to so amend this Agreement as provided in Section
27 of the Rights Agreement, and the Company and the Rights Agent are accordingly executing this
Amendment in order to effectuate such modifications.



     C. Terms used but not defined herein have the meaning ascribed to such terms in the Rights
Agreement.



     NOW, THEREFORE, the parties agree as follows:


1. Amendment and Restatement of Section 1(n). Section 1(n) of the Rights Agreement is
hereby amended and restated to read in its entirety as follows:





“(n) “Exempt Person” shall mean each of the following: (i) Shanda Interactive
Entertainment Limited, a Cayman Islands limited company, (ii) Skyline Media Limited, a
British Virgin Islands limited company, (iii) Skyline Capital International Limited, a
British Virgin Islands limited company, (iv) Shanda Media Limited, a British Virgin
Islands limited company, (v) Tianqiao Chen, a citizen of the Peoples Republic of
China, and (vi) any Person who has reported or is required to report such Person is
the Beneficial Owner of 10% or more (but less than 11%) of the Ordinary Shares of the
Company then outstanding on Schedule 13G under the Exchange Act (or any comparable or
successor report) or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13D does not state any intention to or reserve the
right to control or influence the management or policies of the Company or engage in
any of the actions specified in Item 4 of such schedule (other than the acquisition or
disposition of the Ordinary Shares of the Company) and, within 10 Business Days of
being requested by the Company to advise it regarding the same, certifies to the
Company that such Person acquired Ordinary Shares of the Company causing its ownership
to be 10% or more of the Ordinary Shares of the Company then outstanding inadvertently
(including,



 









 






without limitation, because (A) such person was unaware that he or it was the
Beneficial Owner of a percentage of Ordinary Shares of the Company that otherwise
would cause such person to be an Acquiring Person, or (B) such Person had no actual
knowledge of the potential consequences of being such a Beneficial Owner under this
Agreement) and who or which, together with all Affiliates and Associates, thereafter
does not acquire additional shares of Ordinary Shares of the Company while the
Beneficial Owner of 10% or more of the shares of Ordinary Shares of the Company then
outstanding; provided, however, that if the Person requested to so certify fails to do
so within 10 Business Days or breaches or violates such certification, then such
Person shall no longer be deemed to be an Exempt Person immediately following the
expiration of such 10 Business Day period or upon such breach or violation;




but, with respect to clauses (i) through (v) only of this paragraph, each such Exempt
Person shall be considered an Exempt Person only to the extent that the Ordinary
Shares Beneficially Owned by each such Exempt Person do not exceed the number of
shares (A) which both (1) are Beneficially Owned by such Exempt Person on the Rights
Issuance Authorization Date and (2) have been publicly disclosed as being Beneficially
Owned by such Exempt Person (in a filing with the U.S. Securities and Exchange
Commission or in a press release of such Exempt Person) on or prior to the Rights
Issuance Authorization Date, plus (B) any additional shares representing, in the
aggregate for all persons in clauses (i) through (v) of this paragraph (together with
their Affiliates and Associates), not more than one half of one percent (0.5%) of the
Ordinary Shares then outstanding.”


2. Governing Law. This Amendment, each Right and each Rights Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.



3. Counterparts. This Amendment may executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument.




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[SIGNATURE PAGE FOR AMENDMENT NO 1. TO RIGHTS AGREEMENT]




     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the
date first set forth above.



	 	 	 	 	 	 	 
	Attest:	 	SINA Corporation	 	 
	 
	 	 	 	 	 	 
	/S/ CathyPeng
 

Name: Cathy Peng 

Title: IR Manager

	 	By:
	 	/S/ Charles Chao
 

Name: Charles Chao

Title: Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	Attest:	 	American Stock Transfer & Trust Company LLC,

     As Rights Agent	 	 
	 
	 	 	 	 	 	 
	/S/ Susan Silber
 

Name: Susan Silber 

Title: Assistant Secretary

	 	By:
	 	/S/ Paula Caroppoli
 

Name: Paula Caroppoli 

Title: Vice President