LIMITED GUARANTEELimited Guarantee • September 29th, 2020 • Chao Charles Guowei • Services-prepackaged software • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of September 28, 2020, is made by New Wave MMXV Limited, a company incorporated under the laws of the British Virgin Islands (the “Guarantor”), in favor of Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2015 • Chao Charles Guowei • Services-prepackaged software • New York
WHEREAS, upon the terms and conditions of this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, ordinary shares, $0.133 par value per share (“Ordinary Shares”) of the Company in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2015 • Chao Charles Guowei • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 6, 2015 (the “Agreement”), between NEW WAVE MMXV LIMITED, a British Virgin Islands company controlled by Mr. Charles Chao (“New Wave”), and SINA CORPORATION, a company organized under the laws of the Cayman Islands (the “Company”).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • September 29th, 2020 • Chao Charles Guowei • Services-prepackaged software • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 28, 2020 by and between New Wave MMXV Limited, a company incorporated under the laws of the British Virgin Islands (“Holdco”), New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”), and the persons set forth on Schedule A hereto (each such person, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2015 • Chao Charles Guowei • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.113 per share, of SINA Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Re: Equity Commitment LetterChao Charles Guowei • September 29th, 2020 • Services-prepackaged software • New York
This letter agreement sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an Agreement and Plan of Merger, dated as of the date hereof, by and between New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”), New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”) and Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsi
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 15th, 2017 • Chao Charles Guowei • Services-prepackaged software
This Share Subscription Agreement (this “Agreement”) is made as of November 6, 2017 by and between Sina Corporation, a company incorporated in the Cayman Islands (the “Company”) and New Wave MMXV Limited, a company incorporated in British Virgin Islands and controlled by Mr. Charles Chao, the chairman of board of directors and chief executive officer of the Company (the “Subscriber”).
