Legal Proceedings

EX-10.71 13 f88382exv10w71.txt EXHIBIT 10.71 Exhibit 10.71 SINA.COM Soho New Town, 16F, Building C 88 Jianguo Road, Beijing, China 100022 By Fax and Hand Delivery: (852) 2899 2711 January 7, 2003 The Shareholders of MeMeStar Limited MeMeStar Limited c/o 9C, 17 Babington Path Mid-Levels, Hong Kong Dear Sirs, Re: Second Amendment to Share Purchase Agreement We refer to the Share Purchase Agreement, dated as of January 3, 2003 (as amended as of January 6, 2003), entered into by and among SINA.COM, MeMeStar Limited (the "Company") and the Shareholders of the Company identified therein (the "Share Purchase Agreement"). a. Section 1.02 of the Share Purchase Agreement shall be amended to remove and delete the reference to the definition of "for cause". b. Section 2.05(a) of the Share Purchase Agreement shall be amended to read as follows: "(a) Subject to adjustment pursuant to Section 2.06 below, the Purchaser shall pay to each Management Shareholder 25% of the Deferred Cash Consideration set forth opposite such Management Shareholder's name on Exhibit C, on each of the following dates (each a "Payment Date"): (A) 135 calendar days after the Closing Date; (B) 270 calendar days after the Closing Date; (C) 405 calendar days after the Closing Date; and (D) 540 calendar days after the Closing Date; provided, however, that if the Management Shareholder has breached its covenants set forth in Section 6.09 hereof, prior to the last Payment Date, then such Management Shareholder shall not receive the Deferred Cash Consideration which would otherwise be payable on the last Payment Date." c. Section 2.05(c) of the Share Purchase Agreement shall be amended to read as follows: "(c) On the first anniversary of the Closing Date, the Purchaser shall deliver a share certificate to each Management Shareholder representing the portion of the Deferred Share Consideration set forth opposite such Management Shareholder's name on Exhibit C." Please signify your acknowledgement and acceptance of the above amendments to the Share Purchase Agreement by signing in the designated place below. Sincerely, SINA.COM By: s/ Charles Chao --------------- Name: Charles Chao Title: Chief Financial Officer ACKNOWLEDGED AND AGREED: MEMESTAR LIMITED By: /s/ Song Li ----------- Name: Song Li Title: Chairman DRAGONTECH VENTURES LIMITED By: /s/ Lixin Tian -------------- Name: Lixin Tian Title: Authorized Signatory STAR-VILLAGE.COM CORPORATION By: /s/ Song Li ----------- Name: Song Li Title: Chairman WIN LIGHT LIMITED By: /s/ Wu Bo --------- Name: Wu Bo 2 Title: Sole Director RICHES KEY LIMITED By: /s/ Li Yi Wen ------------- Name: Li Yi Wen Title: Sole Director PROFIT STAND INVESTMENTS LIMITED By: /s/ Cai Feng ------------ Name: Cai Feng Title: Sole Director EASY UP LIMITED By: /s/ Wang Xin ------------ Name: Wang Xin Title: Sole Director By: /s/ Song Li ----------- Song Li DRAGONTECH VENTURES MANAGEMENT LIMITED By: /s/ Lixin Tian -------------- Name: Lixin Tian Title: Authorized Signatory Cc: Lee Edwards, Esq. Shearman & Sterling Fax: (8610) 6505 1818 Robert Woll, Esq. Morrison & Foerster Fax: (852) 2585-0800 3