AGREEMENT AND PLAN OF MERGER among CAPITALHOLD LIMITED CAPITALCORP LIMITED and SHANDA GAMES LIMITED Dated as of April 3, 2015Merger Agreement • April 3rd, 2015 • Shanda Games LTD • Services-business services, nec • New York
TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger. 2 Section 1.02 Closing; Closing Date. 2 Section 1.03 Effective Time. 2 Section 1.04 Effects of the Merger. 2 Section 1.05 Memorandum and Articles of Association of Surviving Corporation. 3 Section 1.06 Directors and Officers. 3 Article II CONVERSION OF SECURITIES; MERGER CONSIDERATION 3 Section 2.01 Conversion of Securities. 3 Section 2.02 Share Incentive Plan, Outstanding Company Options, Company RS and Company RSUs. 4 Section 2.03 Dissenting Shares. 5 Section 2.04 Exchange of Share Certificates, etc. 6 Section 2.05 No Transfers. 9 Section 2.06 Termination of Deposit Agreement. 9 Section 2.07 Agreement of Fair Value. 10 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 10 Section 3.01 Organization and Qualification; Subsidiaries. 10 Section 3.02 Memorandum and Articles of Association. 10 Section 3.03 Capitalization. 11 Section 3.04 Authority Relative to This Agreement. 12 Section 3.05 No Conflict; Required
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among CAPITALHOLD LIMITED CAPITALCORP LIMITED and SHANDA GAMES LIMITED Dated as of September 23, 2015Agreement and Plan of Merger • September 24th, 2015 • Shanda Games LTD • Services-business services, nec • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of September 23, 2015 (the “Execution Date”), among Capitalhold Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Capitalcorp 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 Shanda Games Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and amends and restates in entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of April 3, 2015 (the “Original Execution Date”), among Parent, Merger Sub and the Company.
LIMITED GUARANTEELimited Guarantee • April 3rd, 2015 • Shanda Games LTD • Services-business services, nec • New York
This Limited Guarantee, dated as of April 3, 2015 (this “Limited Guarantee”), is made by Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) (the “Guarantor”), a limited partnership organized under the laws of the People’s Republic of China, in favor of Shanda Games Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.
SHANDA GAMES LIMITED FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2009 • Shanda Games LTD • New York
This Indemnification Agreement (“Agreement”) is made as of by and between Shanda Games Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”).
Amended and Restated Sales Agency Agreement on Promotion of Shanda Games Pre- paid Cards and Sheng-fu-tong System MarketingSales Agency Agreement • September 14th, 2009 • Shanda Games LTD • Services-business services, nec
Shanghai Sheng-fu-tong E-commerce Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai, hereinafter referred to as “Party A”; and
Exclusive Consultation and Services AgreementExclusive Consultation and Services Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec
The Exclusive Consultation and Services Agreement (hereinafter referred to as “the Agreement”) is concluded and signed by and between the following parties on August 31st, 2013 in Shanghai, the People’s Republic of China (“China”):
Shanda Games Limited American Depositary Shares Representing Class A Ordinary Shares (par value US$0.01 per share) Form of Underwriting AgreementUnderwriting Agreement • September 22nd, 2009 • Shanda Games LTD • Services-business services, nec • New York
Shanda Games Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the U.S. Underwriters named in Schedule I hereto (the “U.S. Syndicate”) and the International Underwriters named in Schedule II hereto (the “International Syndicate”, and together with the U.S. Syndicate, the “Underwriters”) an aggregate of American Depositary Shares representing Class A ordinary shares, par value US$0.01 per share (the “Class A Ordinary Shares”), of the Company, and the controlling shareholder of the Company, Shanda Interactive Entertainment Limited through its wholly-owned subsidiary, Shanda SDG Investment Limited (collectively, the “Selling Shareholder”), proposes subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of American Depositary Shares representing Class A Ordinary Shares and, at the election of the Underwriters, up to additional American Deposi
Share Pledge AgreementShare Pledge Agreement • September 3rd, 2009 • Shanda Games LTD
This Share Pledge Agreement (hereinafter referred to as this “Agreement”) is entered into on this 1st of July, 2008 in Shanghai by and among:
Supplement Agreement To Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid CardsSupplement Agreement • March 19th, 2012 • Shanda Games LTD • Services-business services, nec
This Supplement Agreement to Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards (this “Agreement”) is entered into on this 30th day of December, 2011 in Pudong New Area, Shanghai by and between:
Loan AgreementLoan Agreement • September 3rd, 2009 • Shanda Games LTD
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on this 1st day of July, 2008 in Pudong New Area, Shanghai by and between:
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • September 3rd, 2009 • Shanda Games LTD
Trademark License AgreementTrademark License Agreement • April 17th, 2015 • Shanda Games LTD • Services-business services, nec
This Trademark License Agreement (the “Agreement”) is signed on July 28, 2013 between and by Shanda Computer (Shanghai) Co., Ltd., a wholly foreign-funded owned enterprise (“Licensor”) established and exists in accordance with law of the People’s Republic of China (China), and Shanghai Shengzhan Networking Technology Co., Ltd., a China domestic joint venture (“Licensee”) established and exists in accordance with law of China (referred to as “One Party” respectively, and collectively referred to as “Both Parties”).
Framework Agreement on Disposition of Shanda Point Cards InventoriesFramework Agreement • September 3rd, 2009 • Shanda Games LTD
This Framework Agreement on Disposition of Shanda Point Cards Inventories (this “Framework Agreement”) is made and entered into in Pudong New Area, Shanghai, China on this 30th day of June, 2008 by and among:
Exclusive Shares Transfer Option AgreementExclusive Shares Transfer Option Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec
The Exclusive Shares Transfer Option Agreement (hereinafter referred to as “the Agreement”) is made and entered into by and among the following Parties on August 31st, 2013 in Shanghai, the People’s Republic of China (“China”):
Exclusive Shares Transfer Option AgreementExclusive Shares Transfer Option Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec
The Exclusive Shares Transfer Option Agreement (hereinafter referred to as “the Agreement”) is made and entered into by and among the following Parties on August 31st, 2013 in Shanghai, the People’s Republic of China (“China”):
STOCK PURCHASE AGREEMENT dated as of March 31, 2012 between SHANDA GAMES LIMITED and SHANDA ONLINE ENTERTAINMENT LIMITED relating to the purchase and sale of 100% of the Common Stock of MOCHI MEDIA, INC.Stock Purchase Agreement • April 8th, 2013 • Shanda Games LTD • Services-business services, nec • New York
AGREEMENT (this “Agreement”) dated as of March 31, 2012 between Shanda Games Limited, a company formed under the laws of the Cayman Islands (“Seller”), and Shanda Online Entertainment Limited, a company formed under the laws of the Cayman Islands (“Buyer”).
Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid CardsSales Agency Agreement • March 19th, 2012 • Shanda Games LTD • Services-business services, nec
Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126 of Dongman Zhong Road, Eco-City of Tianjin, hereinafter referred to as “Party A”; and
Trademark License AgreementTrademark License Agreement • April 17th, 2015 • Shanda Games LTD • Services-business services, nec
This Trademark License Agreement (hereinafter referred to as the “Agreement”) is concluded and signed on October 14, 2014 between and by the following parties:
Entrustment Agreement on the Voting Rights of ShareholderEntrustment Agreement on the Voting Rights of Shareholder • April 29th, 2014 • Shanda Games LTD • Services-business services, nec
The Entrustment Agreement on the Voting Rights of Shareholder (hereinafter referred to as “the Agreement”) is made and entered into by and among the following Parties on August 31st, 2013, Shanghai, the People’s Republic of China (“China”):
Entrusted Loan ContractEntrusted Loan Contract • March 19th, 2012 • Shanda Games LTD • Services-business services, nec
Party A was entrusted by Shanda Computer (Shanghai) Co., Ltd. (hereinafter referred to as “Trustor”) to lend the entrusted loan in RMB. Both Parties, through equal negotiation, agree to enter into this contract by the following terms, pursuant to the terms of Entrustment Contract on Entrust Loan numbered 2012-Fang Zi No.11120206 and the provisions set forth in the Notice of Entrusted Loan dated as of February 7, 2012, as well as in accordance with relevant laws and regulations of PRC.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 8th, 2013 • Shanda Games LTD • Services-business services, nec
SHANDA GAMES INTERNATIONAL PTE. LTD., a company organized and existing under the laws of the Republic of Singapore (“Singapore”), having its principal office at One Fusionopolis Way, Connexis North #05-10, Singapore 138632 (the “Seller”); and
Amended and Restated Cooperation Agreement between Shanda Online and Shanda GamesCooperation Agreement • September 14th, 2009 • Shanda Games LTD • Services-business services, nec
This Amended and Restated Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “Agreement”) is entered into on this 10st day of September, 2009 in Pudong New Area, Shanghai by and between:
Cooperation Agreement between Shanda Online and Shanda GamesCooperation Agreement • March 19th, 2012 • Shanda Games LTD • Services-business services, nec
This Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “Agreement”) is entered into on this 1st day of April, 2010 in Pudong New Area, Shanghai by and between:
SHANGHAI SHENGZIXIN EQUITY INVESTMENT FUND (LIMITED PARTNERSHIP) LIMITED PARTNERSHIP AGREEMENT Dated August 24, 2012Limited Partnership Agreement • April 8th, 2013 • Shanda Games LTD • Services-business services, nec
This LIMITED PARTNERSHIP AGREEMENT is made by and among Shanghai Dingguan Investment Co., Ltd (“General Partner”) and the Limited Partners who shall sign this Agreement and be listed in Annex II hereof.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 3rd, 2009 • Shanda Games LTD
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made this 29th day of May, 2009 by and between Shanda Interactive Entertainment Limited, a Cayman Islands corporation having its principal place of business at No. 1 Intelligent Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, China (the “Seller”), and Shanda Games Korean Investment Limited, a British Virgin Islands corporation having its principal place of business at No. 1 Intelligent Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, China (the “Purchaser”). The Purchaser and the Seller may collectively be referred to as the “Parties” and, individually, as a “Party.”
Supplementary Agreement of Domain Name and Trademark License AgreementDomain Name and Trademark License Agreement • April 17th, 2015 • Shanda Games LTD • Services-business services, nec
This supplementary agreement of the Domain Name and Trademark License Agreement (hereinafter referred to as the “Supplementary Agreement”) is concluded and signed on October 14, 2014 by the following parties:
Trademark License AgreementTrademark License Agreement • April 17th, 2015 • Shanda Games LTD • Services-business services, nec
This Trademark License Agreement (the “Agreement”) is signed on July 28, 2013 between and by Shanghai Shanda Networking Co., Ltd., a wholly foreign-funded owned enterprise (“Licensor”) established and exists in accordance with law of the People’s Republic of China (China), and Shanghai Shengzhan Networking Technology Co., Ltd., a China domestic joint venture (“Licensee”) established and exists in accordance with law of China (referred to as “One Party” respectively, and collectively referred to as “Both Parties”).
Exclusive Consulting and Service AgreementExclusive Consulting and Service Agreement • September 3rd, 2009 • Shanda Games LTD
This Exclusive Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into on this 1st day of July, 2008 in Shanghai by and between:
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2009 • Shanda Games LTD
This agreement is entered into as of April X, 2009 (the “Effective Date”) between XXXXXXXXX, a corporation duly organized and validly existing under the laws of HongKong (the “Company”), and XXXXXX(the “Employee”).
Shares Pledge AgreementShares Pledge Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec
The Shares Pledge Agreement (hereinafter referred to as “the Agreement”) is concluded and signed by and among the following Parties on August 31st, 2013 in Shanghai, the People’s Republic of China (“China”):
Loan AgreementLoan Agreement • September 3rd, 2009 • Shanda Games LTD
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on this 1st day of July, 2008 in Pudong New Area, Shanghai by and between:
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • May 25th, 2011 • Shanda Games LTD • Services-business services, nec
Shanda Games International PTE. Ltd., a company duly incorporated and existing under the laws of the Republic of Singapore (“Singapore”) and having its principal place of business at One Fusionopolis Way, Connexis North #05-10, Singapore 138632 (the “Buyer”);
TRANSACTION FRAMEWORK AGREEMENTTransaction Framework Agreement • April 29th, 2014 • Shanda Games LTD • Services-business services, nec • Hong Kong
WHEREAS, Buyer desires to purchase or cause its Affiliates to purchase, and Seller desires to sell or cause its Affiliates to sell, the Business (as hereinafter defined);
ASSIGNMENT AGREEMENTAssignment Agreement • September 3rd, 2009 • Shanda Games LTD
Actoz Soft Co., Ltd., a corporation incorporated and existing under the laws of the Republic of Korea (“Korea”) with its principle place of business at Unsuk B/D 4th Floor, 132-3, Sungbuk-dong, Sungbuk-gu, Seoul, Korea (“Actoz”); and
AMENDMENT AGREEMENTAmendment Agreement • September 3rd, 2009 • Shanda Games LTD
ACTOZ SOFT CO., LTD., a company incorporated and existing under the laws of the Republic of Korea (“Korea”) with its principal place of business at Unsuk B/D 4th Floor, 132-3, Sungbuk-dong, Sungbuk-gu, Seoul, Korea (“Licensor”); and
