Cloudary Corp. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT CLOUDARY CORPORATION
Form of Indemnification Agreement • June 13th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc. • New York

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Cloudary Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”).

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Cloudary Corporation [—] American Depositary Shares Representing [—] Class B Ordinary Shares (par value US$0.01 per share) Underwriting Agreement
Underwriting Agreement • June 11th, 2012 • Cloudary Corp. • Services-computer programming, data processing, etc. • New York

Cloudary Corporation, 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 Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] American Depositary Shares representing [—] Class B ordinary shares, par value US$0.01 per share (the “Class B Ordinary Shares”), of the Company and the controlling shareholder of the Company, Shanda Interactive Entertainment Limited through its wholly-owned subsidiary, Shanda Investment Holdings 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 B Ordinary Shares. At the election of the Underwriters, the Company proposes to sell to the Underwriters up to [—] additional American Depositary Shares representing [—] Class B Ordinary Shares and the Selling Shareholder proposes t

SHANDA LITERATURE CORPORATION SERIES A-1 PREFERENCE SHARES SUBSCRIPTION AGREEMENT
Preference Shares Subscription Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc. • Hong Kong

This SERIES A-1 PREFERENCE SHARES SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of December 6, 2010 between Shanda Literature Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and Shanda Investment Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Investor”).

SUPPLEMENTAL AGREEMENT TO SERIES A-1 PREFERENCE SHARES SUBSCRIPTION AGREEMENT
Preference Shares Subscription Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Supplemental Agreement to Series A-1 Preference Shares Subscription Agreement (the “Agreement”) is entered into as of December 6, 2010 between Shanda Literature Corporation (the “Company”) and Shanda Investment Holdings Limited (“Shanda Investment”), a wholly-owned subsidiary of Shanda Interactive Entertainment Limited (“Shanda”).

Amended and Restated Share Pledge Agreement
Share Pledge Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Amended and Restated Share Pledge Agreement (hereinafter referred to as this “Agreement”) is entered into on this 18th of March, 2011 in Shanghai, the People’s Republic of China (“PRC”) by and among:

Amended and Restated Loan Agreement
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Amended and Restated Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on this 25th day of February, 2011 in Pudong New Area, Shanghai by and between:

Loan Agreement
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

Whereas, Party B needs to borrow money from Party A for developing its business and Party A agrees to extend a loan to Party B subject to the conditions set forth in this Agreement

Loan Agreement This Loan Agreement (this “Agreement”) is entered into on the 15th day of June, 2010 in Pudong New Area, Shanghai by and between: Party A: Shanda Interactive Entertainment Limited Registered Address: Century Yard, Cricket Square,...
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

Whereas, Party B needs to borrow money from Party A for developing its business and Party A agrees to extend a loan to Party B subject to the conditions set forth in this Agreement

Amended and Restated Loan Agreement
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Amended and Restated Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on this 25th day of February, 2011 in Pudong New Area, Shanghai by and between:

Loan Agreement
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

Whereas, Party B needs to borrow money from Party A for developing its business and Party A agrees to extend a loan to Party B subject to the conditions set forth in this Agreement

SUPPLEMENTAL AGREEMENT TO SERIES A-2 PREFERENCE SHARES SUBSCRIPTION AGREEMENT
Supplemental Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Supplemental Agreement to Series A-2 Preference Shares Subscription Agreement (the “Agreement”) is entered into as of December 6th, 2010 between Shanda Literature Corporation (the “Company”) and Shanda Investment Holdings Limited (“Shanda Investment”), a wholly-owned subsidiary of Shanda Interactive Entertainment Limited (“Shanda”).

Loan Agreement
Loan Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

Whereas, Party B needs to borrow money from Party A for developing its business and Party A agrees to extend a loan to Party B subject to the conditions set forth in this Agreement

Strategic Cooperation Agreement on Mobile Reading Business
Cooperation Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

Party A: China Mobile Group Zhejiang Co., Ltd. Postal Address: No. 288, North Huancheng Road, Hangzhou, Zhejiang Postcode: 310006 Tel: [This information is missing in the original as signed agreement]

Amended and Restated Exclusive Call Option Agreement
Exclusive Call Option Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Amended and Restated Exclusive Call Option Agreement (this “Agreement”) is entered into on this 18th day of March, 2011 in Shanghai, the People’s Republic of China (the “PRC”) by and among:

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of Column A by and between Cloudary Corporation, a corporation duly organized and validly existing under the laws of Cayman Islands (the “Company”), and Column B (the “Employee”).

Exclusive Technology Consulting and Service Framework Agreement
Consulting and Service Framework Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Exclusive Technology Consulting and Service Framework Agreement (hereinafter referred to as this “Framework Agreement”) is entered into on this 18th day of March, 2011 in Shanghai by and between the following parties:

Business Operations Agreement
Business Operations Agreement • May 24th, 2011 • Cloudary Corp. • Services-computer programming, data processing, etc.

This Business Operations Agreement (this “Agreement”) is entered into on this 18th day of March, 2011 in Shanghai, China by and among:

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