exv4w5






Exhibit 4.5




AMENDMENT NO. 1




to



SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT



and



AMENDMENT NO. 2



to



SHAREHOLDERS AGREEMENT



     THIS AMENDMENT NO. 1 TO SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT AND AMENDMENT
NO. 2 TO SHAREHOLDERS AGREEMENT (the “Amendment”) is made as of March 1st, 2010, by and
among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the
Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a limited partnership
duly established and validly existing under the Laws of the Cayman Islands, SEQUOIA CAPITAL CHINA
PARTNERS FUND II, L.P., a limited partnership duly established and validly existing under the Laws
of the Cayman Islands, and SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P., a limited partnership
duly established and validly existing under the Laws of the Cayman Islands (collectively, “Sequoia
Capital” or the “Investors”), ZHU Qinyi (), SONG Tao (),
QU Li (), TANG Yan 

(),
XIA Zhiyi (), JIN Zi (),
QU Guoping (), WU Wenjie (), WANG Zhe (), YAN
Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the
“Founders” and each, a “Founder”), XPLANE LIMITED, a company duly incorporated and validly existing
under the Laws of the British Virgin Islands (the “Founders Holdco”), PUSIDA (BEIJING) TECHNOLOGIES
CO., LTD. ( () ), a wholly foreign owned enterprise duly organized and
validly existing under the Laws of the PRC (the “WFOE”), HANGZHOU MIJIA TECHNOLOGIES CO., LTD.
(), a company organized and existing under the Laws of the PRC (“Mijia”), and
HANGZHOU SKY NETWORK TECHNOLOGIES CO., LTD. 

(), a company organized and
existing under the Laws of the PRC (“Sky”,
together with Mijia, the “Domestic Companies” and
each, a “Domestic Company”).



     Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the
Domestic Companies shall be referred to individually as a “Party” and collectively as the
“Parties.”



RECITALS




     WHEREAS, certain Parties entered into a Series A Preferred Share and Warrant Purchas Agreement
dated as of July 16, 2007, including the schedules and exhibits thereto (the “SPA”).



 









 





     WHEREAS, certain Parties entered into a Shareholders Agreement dated as of August 2, 2007,
including the schedules and exhibits thereto (the “SHA”), and the Parties entered into an Amendment
to Shareholders Agreement dated as of September 5, 2008 (the “No. 1 Amendment to SHA”).



     WHEREAS, in accordance with Section 9.10 of the SPA and Section 9.7 of the SHA, the Parties
desire to make certain amendments to the SPA and SHA as set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants, agreements and for other good and
valuable consideration, the Parties agree as follows:




	1.	 	Subject to the terms and conditions of this Amendment, the Investors agree to subscribe for
and purchase, and the Company agrees to issue and sell to the Investors, an aggregate of
25,000 Common Shares, par value US$0.01 per share, each having the rights and privileges as
set forth in the Company’s Memorandum and Articles of Association, as amended and restated
from time to time, at the par value for an aggregate amount of cash consideration of US$250,
as indicated in Exhibit A hereto.
	 
	2.	 	At the closing of issuance of 25,000 Common Share to the Investors pursuant to this
Amendment, the Company shall (i) deliver to each Investors certificate representing the Common
Shares purchased by such Investor hereunder as set forth on Exhibit A, (ii) cause the
Company’s register of members to be updated to reflect the Common Shares purchased by the
Investors and deliver to the Investors a copy of such updated register of members; and (iii)
deliver to the Investors copies of all resolutions of the Company’s shareholders and board of
directors approving the transactions contemplated hereby.
	 
	3.	 	Section 8.2(a) of the SPA and Section 10.1(a) of the SHA are hereby changed as the follows:
	 
	 	 	Immediately after or at the same time of the closing of issuance of 25,000 Common Share to
the Investors pursuant to this Amendment, the Compensation Committee of the Board of the
Company shall adopt an employee stock option plan for the issuances of up to 75,000 Common
Shares to the selected Senior Managers or other employees of the Company approved by the
Board (including the affirmative vote of the director appointed by the Investors) or the
Compensation Committee of the Board (the “ESOP”), provided, however, that
the terms of the ESOP shall be approved by the Compensation Committee of the Board
(including the affirmative vote of a member appointed by the Investors). Option shall be
granted at a minimum exercise price per share of no less than US$14 or otherwise agreed by
the Board of the Company, including the affirmative vote of the director appointed by the
Investors.
	 
	4.	 	Section 8.2(b) of the SPA is hereby deleted in its entirety.
	 
	5.	 	Reference to “ESOP Issuance Common Shares” and
“ESOP Issuance Series A Preferred
Shares” are hereby deleted from Schedule 1 of the SPA.




 









 






	6.	 	Section 10.1(c) of the SHA is hereby deleted in its entirety.
	 
	7.	 	Reference to “ESOP Issuance Common Shares” and
“ESOP Issuance Series A Preferred
Shares” are hereby deleted from Schedule 1 of the SHA.
	 
	8.	 	All the cash cost and expenses (excluding the subscription price hereunder) incurred in
connection with the issuance of Common Shares in accordance with this Amendment shall be borne
by the Company.
	 
	9.	 	Except as amended by the terms of this Amendment, the SPA and the SHA as well as the
Amendment No. 1 to the SHA remain in full force and effect.
	 
	10.	 	Unless otherwise defined, capitalized terms used herein have the meanings given to them in
the SPA and the SHA.
	 
	11.	 	This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Facsimile
and e-mailed copies of signatures shall be deemed to be originals for purposes of the
effectiveness of this Amendment.





[Exhibit A and signature pages to follow]





 









 








EXHIBIT A




SCHEDULE OF INVESTORS



	 	 	 	 	 	 	 	 	 
	 	 	Number of Subscribed	 	Subscription Price
	 	 	Common Shares	 	(US$)
	SEQUOIA CAPITAL CHINA
II, L.P.
	 	 	20,958	 	 	US$	209.58	 
	SEQUOIA CAPITAL CHINA
PARTNERS FUND II,
L.P.
	 	 	522	 	 	US$	5.22	 
	SEQUOIA CAPITAL CHINA
PRINCIPALS FUND II,
L.P.
	 	 	3,520	 	 	US$	35.20	 
	Total:
	 	 	25,000	 	 	US$	250	 






 









 






     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	
COMPANY: 

 	
PROFIT STAR LIMITED

 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Director 	 
	 	 	Address:  	 	 



 









 







     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	 	 
	FOUNDER:  	     ZHU QINYI
()
 	 
	 
	 	By: 	 /s/ ZHU QINYI 	 
	 
	 	 	 
	FOUNDER:  	    SONG TAO
()
 	 
	 
	 	By: 	 /s/ SONG TAO 	 
	 
	 	 	 
	FOUNDER:  	     OU LI ()
 	 
	 
	 	By: 	 /s/ OU LI 	 
	 
	 	 	 
	FOUNDER:  	     TANG YAN
()
 	 
	 
	 	By: 	 /s/ TANG YAN 	 
	 
	 	 	 
	FOUNDER:  	      XIA ZHIYI
()
 	 
	 
	 	By: 	 /s/ XIA ZHIYI 	 
	 
	 	 	 
	FOUNDER:  	    JIN ZI ()
 	 
	 
	 	By: 	 /s/ JIN ZI 	 
	 	 	 
	FOUNDER:  	    QU GUOPING
()
 	 
	 
	 	By: 	 /s/ QU GUOPING 	 



 









 






	 	 	 	 	 
	 
	 	 	 
	FOUNDER:  	WU WENJIE ()
 	 
	 
	 	By: 	 /s/ WU WENJIE  	 
	 
	 	 	 
	FOUNDER:  	    WANG ZHE
()
 	 
	 
	 	By: 	 /s/ WANG ZHE  	 
	 
	 	 	 
	FOUNDER:  	     YAN QING
()
 	 
	 
	 	By: 	 /s/ YAN QING  	 
	 
	 	 	 
	FOUNDER:  	     ZENG RUI
()
 	 
	 
	 	By: 	 /s/ ZENG RUI 	 
	 
	 	 	 
	FOUNDER:  	    SHAO WANYAN
()
 	 
	 
	 	By: 	 /s/ SHAO WANYAN  	 



 









 







     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	INVESTORS: 	
Sequoia Capital China II, L.P.

Sequoia Capital China Partners Fund II, L.P.

Sequoia Capital China Principals Fund II, L.P.



By: Sequoia Capital China Management II, L.P.

      A Cayman Islands exempted limited partnership

      General Partner of Each



By: SC China Holding Limited

      A Cayman Islands limited liability company

      Its General Partner

 	 
	 	By:  	/s/ Jimmy Wong
 	 
	 	 	Name:  	Jimmy Wong 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	WFOE:       	PUSIDA (BEIJING) TECHNOLOGIES
CO., LTD. 

(
()
)	 
	 	 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative 	 



 









 








     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	FOUNDERS HOLDCO: 	XPLANE LTD.  	 
	 	 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Director 	 
	 	 	Address:  	 



 









 








     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	DOMESTIC COMPANY:  	HANGZHOU SKY NETWORK

TECHNOLOGIES CO.,
LTD.

 ()	 
	 	 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative 	 
	 	 	Address:  	 
	 
	DOMESTIC COMPANY:  	HANGZHOU MIJIA TECHNOLOGIES

CO., LTD. ()	 
	 	 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative 	 
	 	 	Address: