exv4w41






Exhibit 4.41




Execution Copy



 






SHARE SUBSCRIPTION AGREEMENT



 





Between



SINA CORPORATION



and



NEW-WAVE INVESTMENT HOLDING COMPANY LIMITED



Dated as of September 22, 2009



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	SECTION 1.02. Definitions
	 	 	3	 
	SECTION 1.03. Interpretation and Rules of Construction
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	SUBSCRIPTION
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Subscription of the Ordinary Shares
	 	 	4	 
	SECTION 2.02. Closing
	 	 	4	 
	SECTION 2.03. Closing Deliveries by the Company
	 	 	4	 
	SECTION 2.04. Closing Deliveries by the Purchaser
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Organization, Authority and Qualification of the Company
	 	 	5	 
	SECTION 3.02. Capitalization
	 	 	6	 
	SECTION 3.03. No Conflict
	 	 	6	 
	SECTION 3.04. Governmental Consents and Approvals
	 	 	7	 
	SECTION 3.05. SEC Documents
	 	 	7	 
	SECTION 3.06. No Other Representations and Warranties
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Organization and Authority of the Purchaser
	 	 	8	 
	SECTION 4.02. No Conflict
	 	 	8	 
	SECTION 4.03. Governmental Consents and Approvals
	 	 	8	 
	SECTION 4.04. Absence of Litigation
	 	 	8	 
	SECTION 4.05. Brokers
	 	 	9	 
	SECTION 4.06. Purchase Entirely for Own Account
	 	 	9	 
	SECTION 4.07. Restricted Securities
	 	 	9	 
	SECTION 4.08. Legends
	 	 	9	 
	SECTION 4.09. Accredited Investor
	 	 	9	 






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	 	 	Page	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	ADDITIONAL AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Listing Matters
	 	 	10	 
	SECTION 5.02. Lock-Up Arrangement
	 	 	10	 
	SECTION 5.03. Further Action
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS TO CLOSING
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Conditions to Obligations of the Company
	 	 	11	 
	SECTION 6.02. Conditions to Obligations of the Purchaser
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	TERMINATION, AMENDMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Termination
	 	 	12	 
	SECTION 7.02. Effect of Termination
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	GENERAL PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Expenses
	 	 	13	 
	SECTION 8.02. Representations, Warranties and Agreements to Survive
	 	 	13	 
	SECTION 8.03. Notices
	 	 	13	 
	SECTION 8.04. Public Announcements
	 	 	14	 
	SECTION 8.05. Severability
	 	 	14	 
	SECTION 8.06. Entire Agreement
	 	 	14	 
	SECTION 8.07. Assignment
	 	 	14	 
	SECTION 8.08. Amendment
	 	 	15	 
	SECTION 8.09. Waiver
	 	 	15	 
	SECTION 8.10. No Third Party Beneficiaries
	 	 	15	 
	SECTION 8.11. Currency
	 	 	15	 
	SECTION 8.12. Governing Law
	 	 	15	 
	SECTION 8.13. Waiver of Jury Trial
	 	 	15	 
	SECTION 8.14. Counterparts
	 	 	16	 






ii









 






          This Share Subscription Agreement (this “Agreement”) is dated as of September 22,
2009, between SINA Corporation, a Cayman Islands corporation (the “Company”), and New-Wave
Investment Holding Company Limited, a British Virgin Islands corporation (the “Purchaser”).



BACKGROUND




          The Company wishes to issue and sell to the Purchaser, and the Purchaser wishes to subscribe
for and purchase from the Company, ordinary shares of the Company, par value $0.133 per share (the
“Ordinary Shares”), upon the terms and subject to the conditions set forth herein.



          Concurrently herewith, the parties hereto are executing and delivering a
Registration Rights Agreement in the form attached hereto as Exhibit A (as amended, modified,
restated or supplemented from time to time, the “Registration Rights Agreement”), pursuant
to which, among other things, the Company agrees to provide certain registration rights with
respect to the Ordinary Shares under the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder (the “Securities Act”).



          In consideration of the premises and the mutual agreements and covenants hereinafter set
forth, and intending to be legally bound, the Company and the Purchaser hereby agree as follows:



ARTICLE I




DEFINITIONS



          SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:



          “Action” means any claim, complaint, action, suit, arbitration, litigation, inquiry,
proceeding or investigation by or before any Governmental Authority.



          “Affiliate” means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person.



          “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in the city of Beijing, Shanghai, Hong Kong,
Washington D.C. or New York.



          “Company’s Knowledge”, “Knowledge of the Company” or similar terms used in
this Agreement mean the actual knowledge of the Persons listed in Exhibit 1.01(b) as of the date of
this Agreement.



          “control” (including the terms “controlled by” and “under common
control with”), with respect to the relationship between or among two or more Persons,
means the possession, directly or indirectly or as trustee, personal representative or executor, of
the power to direct or cause the direction of the affairs or management of a Person, whether
through the



 









 




ownership of voting securities, as trustee, personal representative or executor, by contract,
credit arrangement or otherwise.




          “Encumbrance” means any security interest, pledge, hypothecation,
mortgage, lien or encumbrance, other than any licenses of Intellectual Property.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated thereunder.



          “GAAP” means United States generally accepted accounting principles
and practices in effect from time to time applied consistently throughout the
periods involved.



          “Governmental Authority” means any federal, national, supranational,
state, provincial, local or other government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or judicial
or arbitral body.



          “Governmental Order” means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority.



          “Law” means any federal, national, supranational, state, provincial,
local or similar statute, law, ordinance, regulation, rule, code, order,
requirement or rule of law (including common law).



          “Material Adverse Effect” means any circumstance, change in or effect
on the Company and the Subsidiaries that is materially adverse to the consolidated
results of operations or the consolidated financial condition of the Company and
the Subsidiaries, taken as a whole; provided, however, that none of
the following, either alone or in combination, shall be considered in determining
whether there has been a breach of a representation, warranty, covenant or
agreement that is qualified by the term “Material Adverse Effect”: (a) events,
circumstances, changes or effects that generally affect the industries in which the
Company and the Subsidiaries operate (including legal and regulatory changes), (b)
general economic or political conditions or events, circumstances, changes or
effects affecting the securities markets
generally, (c) any adverse effect resulting from any change in GAAP or any
applicable Law or agency requirements of any Governmental Authority, or regulatory
requirements, in each case, proposed, adopted or enacted after the date hereof, or
the interpretation or enforcement thereof, (d) changes arising from the
consummation of the transactions contemplated by, or the announcement of the
execution of, this Agreement, (e) any changes in the price or trading volume of the
Ordinary Shares on the NASDAQ Global Select Market, (f) the public announcement or
pendency of the transactions contemplated hereby, (g) the failure of the Company to
meet internal or analysts’ expectations or projections with respect to its
business, (h) any circumstance, change or effect that results from any action taken
pursuant to or in accordance with this Agreement or at request of the Purchaser and
(i) changes caused by a material worsening of current conditions caused by any
natural disasters, acts of terrorism, hostilities or war (whether or not declared)
occurring after the date hereof.



          “Person” means any individual, partnership, firm, corporation, limited
liability company, association, trust, unincorporated organization or other entity,
as well as any syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Exchange Act.




2











 





          “Purchaser Note” means the $99,000,000 principal amount of zero-coupon, convertible, subordinated notes due 2023 issued by the Company.




          “Subscription Shares” means the number of the Ordinary Shares equal to
the quotient of (a) $180,000,000 divided by (b) the average closing price of the
Ordinary Shares on each of the twenty (20) consecutive trading days occurring
immediately prior to (but not including) the date hereof.




          “Subsidiaries” means, with respect to the Company, a corporation,
partnership, limited liability company, joint venture or other entity of which
shares of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, directly or indirectly, through one or more intermediaries (including,
without limitation, other Subsidiaries), or both, by the Company.




          SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:




	 	 	 
	Definition	 	Location
	“Agreement”

	 	Preamble
	“Closing”

	 	2.02
	“Closing Date”

	 	2.02
	“Company”

	 	Preamble
	“Ordinary Shares”

	 	Recitals
	“Purchaser”

	 	Preamble
	“Purchaser Option”

	 	3.02
	“Restriction Share Unit”

	 	3.02
	“Registration Rights Agreement”

	 	Recitals
	“SEC”

	 	Preamble to Article III
	“SEC Documents”

	 	Preamble to Article III
	“Securities Act”

	 	Recitals
	“Subscription Price”

	 	2.01






          SECTION 1.03. Interpretation and Rules of Construction. In this
Agreement, except to the extent otherwise provided or that the context otherwise
requires:





     (a) when a reference is made in this Agreement to an Article, Section, Exhibit or
Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this
Agreement unless otherwise indicated;




     (b) the table of contents and headings for this Agreement are for reference purposes only and
do not affect in any way the meaning or interpretation of this Agreement;



3









 









     (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they
are deemed to be followed by the words “without limitation”;




     (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in
this Agreement, refer to this Agreement as a whole and not to any particular provision of this
Agreement;




     (e) all terms defined in this Agreement have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto, unless otherwise defined therein;




     (f) the definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms;




     (g) any Law defined or referred to herein or in any agreement or instrument that is referred
to herein means such Law or statute as from time to time amended, modified or supplemented,
including by succession of comparable successor Laws;




     (h) references to a Person are also to its successors and permitted assigns; and




     (i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.



ARTICLE II




SUBSCRIPTION



          SECTION 2.01. Subscription of the Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, at the
Closing, the Company shall issue to the Purchaser, and the Purchaser shall
subscribe from the Company, the Subscription Shares at the subscription price of
$180,000,000 (the “Subscription Price”).




          SECTION 2.02. Closing. Subject to the terms and conditions of this
Agreement, the issuance, sale and subscription of the Subscription Shares
contemplated by this Agreement shall take place at a closing (the
“Closing”) to be held at the offices of the Company at 20/F Beijing Ideal
International Plaza, No. 58 Northwest 4th Ring Road, Haidian District, Beijing,
100080, People’s Republic of China at 10:00 a.m. Beijing time on the fifth Business
Day following the satisfaction or waiver of the conditions to the obligations of
the parties hereto set forth in Section 6.01 and Section 6.02 or at such other
place or at such other time or on such other date as the Company and the Purchaser
may mutually agree upon in writing (the date of the Closing, the “Closing
Date”).




          SECTION 2.03. Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:





     (a) duly issued certificates evidencing the Subscription Shares, registered in the name of the Purchaser;



4









 






     (b) executed counterparts of the Registration Rights Agreement to which the Company is a party;




     (c) a receipt for the Subscription Price; and




     (d) a certificate of a duly authorized officer of the Company certifying as to
the matters set forth in Section 6.02(a).



          SECTION 2.04. Closing Deliveries by the Purchaser. At the Closing,
the Purchaser shall deliver to the Company:





     (a) the Subscription Price by wire transfer in immediately available funds to the bank account
to be designated by the Company in a written notice to the Purchaser at least two (3) Business Days
before the Closing;




     (b) executed counterparts of the Registration Rights Agreement to which the Purchaser is a party; and




     (c) a certificate of a duly authorized officer of the Purchaser certifying as to the matters
set forth in Section 6.01(a).



ARTICLE III




REPRESENTATIONS AND WARRANTIES

OF THE COMPANY



          As an inducement to the Purchaser to enter into this Agreement, the Company
hereby represents and warrants to the Purchaser as of the date of this Agreement
and as of the Closing Date (except for those representations and warranties made as
of a specific date or time) that, except as set forth in any forms, reports and
documents filed or furnished by the Company with the Securities and Exchange
Commission (the “SEC”) under the Exchange Act (such documents, as
supplemented and amended since the times of filing, collectively, the “SEC
Documents”) filed prior to the date of this Agreement (and without regard
to any amendment thereto filed after the date of this Agreement) to the extent such
information is reasonably apparent as pertaining to any section of this Article
III:




          SECTION 3.01. Organization, Authority and Qualification of the
Company. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the Cayman Islands and has all necessary corporate
power and authority to enter into this Agreement and the Registration Rights
Agreement, to carry out its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The Company is duly licensed or
qualified to do business and is in good standing in each jurisdiction which the
properties owned or leased by it or the operation of its business makes such
licensing or qualification necessary, except to the extent that the failure to be
so licensed, qualified or in good standing would not (a) adversely affect the
ability of the Company to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement and the Registration Rights Agreement,
or (b) otherwise have a Material Adverse Effect. The execution and delivery of this
Agreement and the Registration Rights Agreement by the Company, the performance by




5









 







the Company of its obligations hereunder and thereunder and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly authorized by all requisite action on
the part of the Company and its stockholders. This Agreement has been, and upon its execution the
Registration Rights Agreement shall have been, duly executed and delivered by the Company, and
(assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes,
and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms.




          SECTION 3.02. Capitalization. The authorized capital of the Company
consists of 150,000,000 Ordinary Shares. As of December 31, 2008, (i) 56,120,785
Ordinary Shares were issued and outstanding, all of which are duly authorized,
validly issued, fully paid and nonassessable, (ii) 2,834,542 Ordinary Shares were
issuable upon the exercise of share options granted pursuant to the Company’s 2007
Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser
Options”) and (iii) 143,448 restricted share units of the Company were
outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted
Share Units”) and (iv) 3,838,697 Ordinary Shares are issuable upon the
conversion of the Purchaser Note. None of the issued and outstanding Ordinary
Shares were issued in violation of any preemptive rights. Except for the Purchaser
Note, the Purchaser Options, the Restricted Share Units, there are no options,
warrants, convertible securities or other rights, agreements, arrangements or
commitments of any character relating to the Ordinary Shares or obligating the
Company to issue or sell any Ordinary Shares, or any other interest in, the
Company. Other than the repurchase program announced on December 31, 2008, there
are no outstanding contractual obligations of the Company to repurchase, redeem or
otherwise acquire any Ordinary Shares or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any other
Person. The Ordinary Shares constitute all of the issued and outstanding share
capital of the Company. Upon consummation of the transactions contemplated by this
Agreement, the Subscription Shares issued to the Purchaser will be duly authorized,
validly issued, fully paid and nonassessable and free of any Encumbrances (other
than those created by the Purchaser), except for any restrictions on transfer as
set forth in this Agreement or imposed by applicable securities Laws. There are no
voting trusts, shareholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the
Ordinary Shares.




          SECTION 3.03. No Conflict. Assuming that all consents, approvals,
authorizations and other actions described in Section 3.04 have
been obtained, all filings and notifications listed in Section 3.04 have been
made, and except as may result from any facts or circumstances relating solely to
the Purchaser, the execution, delivery and performance of this Agreement and the
Registration Rights Agreement by the Company do not and will not (a) violate,
conflict with or result in the breach of the certificate of incorporation or bylaws
(or similar organizational documents) of the Company, (b) conflict with or violate
any Law or Governmental Order applicable to the Company or (c) conflict with,
result in any breach of, constitute a default (or event which with the giving of
notice or lapse of time, or both, would become a default) under, require any
consent under, or give to others any rights of termination, acceleration or
cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to which
the Company is a party, except, in the case of clauses (b) and (c), as would not
(i) materially and adversely affect the ability of the Company to carry out its
obligations under, and to consummate





6









 







the transactions contemplated by, this Agreement and the Registration Rights Agreement or (ii)
otherwise have a Material Adverse Effect.




          SECTION 3.04. Governmental Consents and Approvals. The execution,
delivery and performance of this Agreement and the Registration Rights Agreement by
the Company do not and will not require any consent, approval, authorization or
other order of, action by, filing with or notification to, any Governmental
Authority, except (a) the filing with the SEC of one or more registration
statements in accordance with the requirements of the Registration Rights
Agreement, (b) filings required by applicable securities Laws, (c) the filings of
any requisite notices and/or applications to the NASDAQ Global Select Market for
the issuance and sale of the Subscription Shares and the listing of the
Subscription Shares for trading or quotation in the time and manner required
thereby, (d) where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not prevent or materially
delay the consummation by the Company of the transactions contemplated by this
Agreement and the Registration Rights Agreement and would not have a Material
Adverse Effect or (e) as may be necessary as a result of any facts or circumstances
relating solely to the Purchaser or any of its Affiliates.




          SECTION 3.05. SEC Documents. Since December 31, 2005, the Company has
filed or furnished all forms, reports, documents and other materials required to be
filed by it with the SEC. As of the respective dates, or, if amended, as of the
date of the last such amendment, the SEC Documents, including any financial
statements or schedules included therein, (i) were prepared in all material
respects in accordance with either the requirements of the Securities Act or the
Exchange Act, as the case may be and (ii) did not, at the time they were filed, or,
if amended, as of the date of such amendment, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.




          SECTION 3.06. No Other Representations and Warranties. None of the
Company or any other Person has made any representation or warranty, expressed or
implied, as to the Company, the Subsidiaries, or their respective businesses, or
the accuracy or completeness of any information regarding the Company, the
Subsidiaries, or their respective businesses furnished or made available to the
Purchaser and its representatives, except as expressly set forth in this Article
III of this Agreement. The Purchaser has not relied on any representation or
warranty from the Company or any other Person in determining to enter into this
Agreement or the Registration Rights Agreement, except as expressly set forth in
this Article III of this Agreement.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER



          As an inducement to the Company to enter into this Agreement, the Purchaser
hereby represents and warrants to the Company as of the date of this Agreement and
as of the





7









 







Closing Date (except for those representations and warranties made as of a specific date or time)
that:




          SECTION 4.01. Organization and Authority of the Purchaser. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the British Virgin Islands and has
all necessary corporate power and authority to enter into this Agreement and
the Registration Rights Agreement to which it is a party, to carry out its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do
business and is in good standing in each jurisdiction which the properties owned or
leased by it or the operation of its business makes such licensing or qualification
necessary, except to the extent that the failure to be so licensed, qualified or in
good standing would not adversely affect the ability of the Purchaser to carry out
its obligations under, and to consummate the transactions contemplated by, this
Agreement and the Registration Rights Agreement. The execution and delivery by the
Purchaser of this Agreement and the Registration Rights Agreement to which it is a
party, the performance by the Purchaser of its obligations hereunder and thereunder
and the consummation by the Purchaser of the transactions contemplated hereby and
thereby have been duly authorized by all requisite corporate action on the part of
the Purchaser. This Agreement has been, and upon its execution the Registration
Rights Agreement to which the Purchaser is a party shall have been, duly executed
and delivered by the Purchaser, and (assuming due authorization, execution and
delivery by the Company) this Agreement constitutes, and upon its execution the
Registration Rights Agreement to which the Purchaser is a party shall constitute,
legal, valid and binding obligations of the Purchaser, enforceable against the
Purchaser in accordance with their respective terms.




          SECTION 4.02. No Conflict. Except as may result from any facts or
circumstances relating solely to the Company, the execution, delivery and
performance of this Agreement and the Registration Rights Agreement by the
Purchaser do not and will not (a) violate, conflict with or result in the breach of
the certificate of incorporation or bylaws (or similar organizational documents) of
the Purchaser, (b) conflict with or violate any Law or Governmental Order
applicable to the Purchaser or (c) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of time, or
both, would become a default) under, require any consent under, or give to others
any rights of termination, acceleration or cancellation of, any note, bond,
mortgage or indenture, contract, agreement, lease, sublease, license, permit,
franchise or other instrument or arrangement to which the Purchaser is a party,
except, in the case of clauses (b) and (c), as would not materially and adversely
affect the ability of the Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Registration
Rights Agreement.




          SECTION 4.03. Governmental Consents and Approvals. The execution,
delivery and performance by the Purchaser of this
Agreement and the Registration Rights Agreement to which the Purchaser is a
party do not and will not require any consent, approval, authorization or other
order of, action by, filing with, or notification to, any Governmental Authority.




          SECTION 4.04. Absence of Litigation. There are no Action by or
against the Purchaser is pending or, to the best knowledge of the Purchaser,
threatened, which could affect





8









 







the legality, validity or enforceability of this Agreement, the Registration Rights Agreement or
the consummation of the transactions contemplated hereby or thereby.




          SECTION 4.05. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder’s or other fee or commission in connection with
the transactions contemplated by this Agreement or the Registration Rights
Agreement based upon arrangements made by or on behalf of the Purchaser.




          SECTION 4.06. Purchase Entirely for Own Account. This Agreement is
made with the Purchaser in reliance upon the Purchaser’s representation to the
Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby
confirms, that the Subscription Shares to be acquired by the Purchaser will be
acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same.




          SECTION 4.07. Restricted Securities. The Purchaser understands that
the Subscription Shares have not been, and will not be, registered under the
Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the shares are “restricted
securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Purchaser must hold the shares indefinitely unless they
are registered with the SEC and qualified by state authorities, or an exemption
from such registration and qualification requirements is available. The
Purchaser acknowledges that the Company has no obligation to register or
qualify the shares for resale except as set forth in the Registration Rights
Agreement. The Purchaser further acknowledges that if an exemption from
registration or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of sale, the
holding period for the shares, and on requirements relating to the Company which
are outside of the Purchaser’s control, and which the Company is under no
obligation and may not be able to satisfy.




          SECTION 4.08. Legends. The Purchaser understands that the
Subscription Shares and any securities issued in respect of or exchange for the
Subscription Shares, may bear one or all of the following legends:




          (a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SAID ACT
OR AN EXEMPTION THEREFROM.”




          (b) Any legend required by the securities laws of any state to the extent such
laws are applicable to the shares represented by the certificate so legended.




          SECTION 4.09. Accredited Investor. The Purchaser is an accredited
investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.





9









 








ARTICLE V




ADDITIONAL AGREEMENTS



          SECTION 5.01. Listing Matters. (a) The Company shall promptly prepare
and submit to The Nasdaq Stock Market, Inc. a listing application covering the
Subscription Shares and shall use its reasonable efforts to obtain, prior to the
Closing, approval for the listing of the Subscription Shares on the NASDAQ Global
Select Market, subject to official notice of issuance to The Nasdaq Stock Market,
Inc. The Purchaser shall fully cooperate with the Company with respect to such
application.




          (b) The Company shall disclose in its subsequent annual report on Form 20-F
or, no later than the date on which its subsequent annual report on Form 20-F is
required to be filed, in English on its corporate website, that it does not follow
the requirement of NASDAQ Listing Rule 4350(i) and include a brief statement of the
Cayman Islands practice it follows in lieu of that requirement. If the Company
provides the disclosure only on its website, it shall state so in its annual report
on Form 20-F and provide the web address at which the information may be obtained.




          (c) Prior to the Closing, the Company will submit to The NASDAQ Stock Market,
Inc. a written statement from a Cayman Islands counsel certifying that the
Company’s practices, including in particular practices not in compliance with the
matters described in NASDAQ Listing Rule 4350(i), are not prohibited by the Laws of
the Cayman Islands.




          (d) Within thirty (30) Business Days after the Closing Date, the Company shall
file a registration statement with the SEC on Form F-3 under the Securities Act
covering all of the Subscription Shares.




          SECTION 5.02. Lock-Up Arrangement. During a period of six (6) months
from the Closing Date, the Purchaser shall not, without the prior written consent
of the Company, directly or indirectly, (i) issue, sell, offer or agree to sell,
grant any option for the sale of, or otherwise transfer or dispose of, any Ordinary
Shares, (ii) offer, pledge, encumber, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant for the sale of, lend or
otherwise transfer or dispose of any Ordinary Shares or (iii) enter into any swap
or other agreement or any transaction that transfers, in whole or in part, the
economic consequences of ownership of any Ordinary Shares, whether any such swap or
transaction described in clause (ii) or (iii) above is to be settled by delivery of
Ordinary Shares or such other securities, in cash or otherwise. In order to enforce
the foregoing covenants, the Company may impose stop-transfer instructions with
respect to the Ordinary Shares owned by the Purchaser.




          SECTION 5.03. Further Action. The parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, to do or
cause to be done all things necessary, proper or advisable
under applicable Law, and to execute and deliver such documents and other
papers, as may be required to carry out the provisions of this Agreement and the
Registration Rights Agreement and consummate and make effective the transactions
contemplated hereby and thereby.





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ARTICLE VI




CONDITIONS TO CLOSING



          SECTION 6.01. Conditions to Obligations of the Company. The
obligations of the Company to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver, at or prior to the
Closing, of each of the following conditions:





     (a) Representations, Warranties and Covenants. (i) the representations and warranties
of the Purchaser contained in this Agreement (A) that are not qualified as to “materiality” shall
be true and correct in all material respects as of the Closing and (B) that are qualified as to
“materiality” shall be true and correct as of the Closing, except to the extent such
representations and warranties are made as of another date, in which case such representations and
warranties shall be true and correct in all material respects or true and correct, as the case may
be, as of such other date, and (ii) the covenants and agreements contained in this Agreement to be
complied with by the Purchaser on or before the Closing shall have been complied with in all
material respects;




     (b) No Order. No Governmental Authority shall have enacted, issued, promulgated,
enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent)
that has the effect of making the transactions contemplated by this Agreement or the Registration
Rights Agreement illegal or otherwise restraining or prohibiting the consummation of such
transactions;




     (c) Delivery of Cayman Legal Opinion. Cayman counsel for the Company shall have
completed delivery of a legal opinion to The Nasdaq Stock Market, Inc. that affirms that Cayman law
does not require shareholder approval for a sale of the Ordinary Shares at a discount to a related
party of the Company; and




     (d) Qualifications. All authorizations, approvals or permits, if any, of any
governmental authority or regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Subscription Shares pursuant to this Agreement
shall be obtained and effective as of the Closing.



          SECTION 6.02. Conditions to Obligations of the Purchaser. The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver, at or prior to the
Closing, of each of the following conditions:





     (a) Representations, Warranties and Covenants. (i) The representations and warranties
of the Company contained in this Agreement (A) that are not qualified as to “materiality” or
“Material Adverse Effect” shall be true and correct in all material respects as of the Closing and
(B) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct
as of the Closing, other than such representations and warranties that are made as of another date,
in which case such representations and warranties shall be true and correct in all material
respects or true and correct, as the case may be, as of such other date, and (ii) the covenants and
agreements



11









 







contained in this Agreement to be complied with by the Company at or before the Closing shall have
been complied with in all material respects;




     (b) No Order. No Governmental Authority shall have enacted, issued, promulgated,
enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent)
that has the effect of making the transactions contemplated by this Agreement or the Registration
Rights Agreement illegal or otherwise restraining or prohibiting the consummation of such
transactions;




     (c) Financing. The Purchaser shall have obtained financing on terms acceptable to it
in its sole discretion and sufficient to enable it to consummate the transactions contemplated by
this Agreement; and




     (d) LAS Notification. An LAS notification with respect to the issuance
and sale of the Subscription Shares shall have been filed with The Nasdaq Stock
Market, Inc.



ARTICLE VII




TERMINATION, AMENDMENT AND WAIVER



          SECTION 7.01. Termination. This Agreement may be terminated at any time prior to the Closing:





     (a) by either the Company or the Purchaser if the Closing shall not have occurred by November
15, 2009; provided, however, that the right to terminate this Agreement under this
Section 7.01(a) shall not be available to any party whose failure to fulfill any obligation under
this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing
to occur on or prior to such date;




     (b) by either the Purchaser or the Company in the event that any Governmental Order
restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement
shall have become final and nonappealable;




     (c) by the Company if the Purchaser shall have breached any of its representations,
warranties, covenants or agreements contained in this Agreement which would give rise to the
failure of a condition set forth in Article VI, which breach cannot be or has not been cured within
30 days after the giving of written notice by the Company to the Purchaser specifying such breach,




     (d) by the Purchaser if the Company shall have breached any of its representations,
warranties, covenants or agreements contained in this Agreement which would give rise to the
failure of a condition set forth in Article VI, which breach cannot be or has not been cured within
30 days after the giving of written notice by the Purchaser to the Company specifying such breach;
or




     (e) by the mutual written consent of the Company and the Purchaser.




12









 








          SECTION 7.02. Effect of Termination. In the event of termination of
this Agreement as provided in Section 7.01, this Agreement shall forthwith become
void and there shall be no liability on the part of either party hereto except (a)
as set forth in Article VIII and (b) that nothing herein shall relieve either party
from liability for any breach of this Agreement occurring prior to such
termination.




ARTICLE VIII




GENERAL PROVISIONS



          SECTION 8.01. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, fees and disbursements of counsel,
financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated by this
Agreement shall be borne by the party incurring such costs and expenses, whether or
not the Closing shall have occurred.



          SECTION 8.02. Representations, Warranties and Agreements to Survive.
All representations, warranties and agreements made by the parties hereto and
contained in this Agreement or in certificates of officers of a party submitted
pursuant hereto shall survive the Closing (provided that such representations and
warranties shall survive only for a period of two years after the Closing) remain
operative and in full force and effect, regardless of (i) any investigation made by
or on behalf of the Purchaser or the Company or any Person controlling any of them
and (ii) delivery of and payment for the Subscription Shares.



          SECTION 8.03. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by an internationally recognized overnight courier service, by facsimile or
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties hereto at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
8.03):



          (a) if to the Company:


20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100080

People’s Republic of China



Fax: (8610)-82607167

Attention: Chair of the Audit Committee



with a copy to:



Orrick Herrington & Sutcliffe

1000 Marsh Road,

Menlo Park, CA 94024





13









 







Fax: 1-650-614-7401

Attention: David C. Lee




          (b) if to the Purchaser:



20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100080

People’s Republic of China



Fax: (8610)-82607167

Attention: Chief Executive Officer



with a copy to:



Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing, 100022 China



Attention: Lee Edwards

Fax: (8610) 6563-6000




          SECTION 8.04. Public Announcements. The Purchaser shall not issue any
press release or otherwise make any public statements with respect to this
Agreement and the Registration Rights Agreement or the transactions contemplated
hereby and thereby without the prior written consent of the Company.




          SECTION 8.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or public
policy, all other terms and provisions of this Agreement shall nevertheless remain
in full force and effect for so long as the economic or legal substance of the
transactions contemplated by this Agreement is not affected in any manner
materially adverse to either party hereto. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated by this Agreement are consummated as
originally contemplated to the greatest extent possible.




          SECTION 8.06. Entire Agreement. This Agreement and the Registration
Rights Agreement constitute the entire agreement of the parties hereto with respect
to the subject matter hereof and thereof and supersede all prior agreements and
undertakings, both written and oral, between the Company and the Purchaser with
respect to the subject matter hereof and thereof.




          SECTION 8.07. Assignment. This Agreement may not be assigned by
operation of law or otherwise without the express written consent of the Company
and the Purchaser (which consent may be granted or withheld in the sole discretion
of the Company or the Purchaser), as the case may be.





14









 








          SECTION 8.08. Amendment. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf of, the
Company and the Purchaser or (b) by a waiver in accordance with Section 8.09.




          SECTION 8.09. Waiver. Either party to this Agreement may (a) extend
the time for the performance of any of the obligations or other acts of the other
party, (b) waive any inaccuracies in the representations and warranties of the
other party contained herein or in any document delivered by the other party
pursuant hereto or (c) waive compliance with any of the agreements of the other
party or conditions to such party’s obligations contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party to be bound thereby. Any waiver of any term or condition shall
not be construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition of this
Agreement. The failure of either party hereto to assert any of its rights hereunder
shall not constitute a waiver of any of such rights.




          SECTION 8.10. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied,
is intended to or shall confer upon any other Person any legal or equitable right,
benefit or remedy of any nature whatsoever, including any rights of employment for
any specified period, under or by reason of this Agreement.




          SECTION 8.11. Currency. Unless otherwise specified in this Agreement,
all references to “$”, currency, monetary values and dollars set forth herein shall
mean United States (U.S.) dollars and all payments hereunder shall be made in
United States dollars.




          SECTION 8.12. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York. All Actions
arising out of or relating to this Agreement shall be heard and determined
exclusively in any New York federal court sitting in the Borough of Manhattan of
The City of New York; provided, however, that if such federal court
does not have jurisdiction over such Action, such Action shall be heard and
determined exclusively in any New York state court sitting in the Borough of
Manhattan of The City of New York. Consistent with the preceding sentence, the
parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or
state court sitting in the Borough of Manhattan of The City of New York for the
purpose of any Action arising out of or relating to this Agreement brought by any
party hereto and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated by this Agreement may not be enforced in
or by any of the above-named courts.




          SECTION 8.13. Waiver of Jury Trial. Each of the parties hereby waives
to the fullest extent permitted by applicable Law any right it may have to a trial
by jury with respect to any litigation directly or indirectly arising out of, under
or in connection with this Agreement or the transactions contemplated hereby. Each
of the parties hereby (a) certifies that no representative, agent or attorney of
the other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the foregoing waiver and





15









 







(b) acknowledges that it has been induced to enter into this Agreement and the transactions
contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and
certifications in this Section 8.13.




          SECTION 8.14. Counterparts. This Agreement may be executed and
delivered (including by facsimile and electronic transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.




16









 








          IN WITNESS WHEREOF, the Company and the Purchaser have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized.




	 	 	 	 	 
	 	SINA CORPORATION

 	 
	 	By:  	/s/ Ter-Fung Tsao
 	 
	 	 	Name: Ter-Fung Tsao 	 
	 	 	Title: Director 	 
	 
	 	NEW-WAVE INVESTMENT HOLDING COMPANY

LIMITED

 	 
	 	By:  	/s/
Charles Chao

 	 
	 	 	Name:  	Charles Chao 	 
	 	 	Title:  	Sole Director