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 
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          This Share Subscription Agreement (this “Agreement”) is dated as of September 22,2009, between SINA Corporation, a Cayman Islands corporation (the “Company”), and New-WaveInvestment 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 subscribefor 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 aRegistration Rights Agreement in the form attached hereto as Exhibit A (as amended, modified,restated or supplemented from time to time, the “Registration Rights Agreement”), pursuantto which, among other things, the Company agrees to provide certain registration rights withrespect to the Ordinary Shares under the Securities Act of 1933, as amended, or any successorstatute, and the rules and regulations promulgated thereunder (the “Securities Act”).          In consideration of the premises and the mutual agreements and covenants hereinafter setforth, and intending to be legally bound, the Company and the Purchaser hereby agree as follows:ARTICLE IDEFINITIONS          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 thatdirectly, or indirectly through one or more intermediaries, controls, is controlled by, or is undercommon control with, such specified Person.          “Business Day” means any day that is not a Saturday, a Sunday or other day on whichbanks 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 inthis Agreement mean the actual knowledge of the Persons listed in Exhibit 1.01(b) as of the date ofthis Agreement.          “control” (including the terms “controlled by” and “under commoncontrolwith”), 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, ofthe power to direct or cause the direction of the affairs or management of a Person, whetherthrough 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 principlesand practices in effect from time to time applied consistently throughout theperiods involved.          “Governmental Authority” means any federal, national, supranational,state, provincial, local or other government, governmental, regulatory oradministrative authority, agency or commission or any court, tribunal, or judicialor arbitral body.          “Governmental Order” means any order, writ, judgment, injunction,decree, stipulation, determination or award entered by or with any GovernmentalAuthority.          “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 effecton the Company and the Subsidiaries that is materially adverse to the consolidatedresults of operations or the consolidated financial condition of the Company andthe Subsidiaries, taken as a whole; provided, however, that none ofthe following, either alone or in combination, shall be considered in determiningwhether there has been a breach of a representation, warranty, covenant oragreement that is qualified by the term “Material Adverse Effect”: (a) events,circumstances, changes or effects that generally affect the industries in which theCompany and the Subsidiaries operate (including legal and regulatory changes), (b)general economic or political conditions or events, circumstances, changes oreffects affecting the securities marketsgenerally, (c) any adverse effect resulting from any change in GAAP or anyapplicable Law or agency requirements of any Governmental Authority, or regulatoryrequirements, in each case, proposed, adopted or enacted after the date hereof, orthe interpretation or enforcement thereof, (d) changes arising from theconsummation of the transactions contemplated by, or the announcement of theexecution of, this Agreement, (e) any changes in the price or trading volume of theOrdinary Shares on the NASDAQ Global Select Market, (f) the public announcement orpendency of the transactions contemplated hereby, (g) the failure of the Company tomeet internal or analysts’ expectations or projections with respect to itsbusiness, (h) any circumstance, change or effect that results from any action takenpursuant 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 anynatural disasters, acts of terrorism, hostilities or war (whether or not declared)occurring after the date hereof.          “Person” means any individual, partnership, firm, corporation, limitedliability company, association, trust, unincorporated organization or other entity,as well as any syndicate or group that would be deemed to be a person under Section13(d)(3) of the Exchange Act.
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          “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 tothe quotient of (a) $180,000,000 divided by (b) the average closing price of theOrdinary Shares on each of the twenty (20) consecutive trading days occurringimmediately 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 whichshares of stock or other ownership interests having ordinary voting power (otherthan stock or such other ownership interests having such power only by reason ofthe happening of a contingency) to elect a majority of the board of directors orother managers of such corporation, partnership or other entity are at the timeowned, 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 thisAgreement, except to the extent otherwise provided or that the context otherwiserequires:     (a) when a reference is made in this Agreement to an Article, Section, Exhibit orSchedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, thisAgreement unless otherwise indicated;     (b) the table of contents and headings for this Agreement are for reference purposes only anddo not affect in any way the meaning or interpretation of this Agreement;
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     (c) whenever the words “include,” “includes” or “including” are used in this Agreement, theyare deemed to be followed by the words “without limitation”;     (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used inthis Agreement, refer to this Agreement as a whole and not to any particular provision of thisAgreement;     (e) all terms defined in this Agreement have the defined meanings when used in any certificateor 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 theplural forms of such terms;     (g) any Law defined or referred to herein or in any agreement or instrument that is referredto 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 IISUBSCRIPTION          SECTION 2.01. Subscription of the Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, at theClosing, the Company shall issue to the Purchaser, and the Purchaser shallsubscribe 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 thisAgreement, the issuance, sale and subscription of the Subscription Sharescontemplated by this Agreement shall take place at a closing (the“Closing”) to be held at the offices of the Company at 20/F Beijing IdealInternational 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 BusinessDay following the satisfaction or waiver of the conditions to the obligations ofthe parties hereto set forth in Section 6.01 and Section 6.02 or at such otherplace or at such other time or on such other date as the Company and the Purchasermay mutually agree upon in writing (the date of the Closing, the “ClosingDate”).          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;
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     (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 tothe 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 accountto be designated by the Company in a written notice to the Purchaser at least two (3) Business Daysbefore 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 mattersset forth in Section 6.01(a).ARTICLE IIIREPRESENTATIONS AND WARRANTIES