SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 3rd, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of August 31, 2014 (this “Agreement”), by and between Shanda SDG Investment Limited (the “Seller”), a British Virgin Islands corporation and a direct wholly-owned subsidiary of Shanda Interactive Entertainment Limited, a Caymans Islands company, and Orient Finance Holdings (Hong Kong) Limited, a Hong Kong company (together with any permitted transferee or assignee thereof under this Agreement, the “Purchaser”, together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
ADHERENCE AGREEMENTAdherence Agreement • September 3rd, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec • New York
NINGXIA ZHONGYINCASHMERE INTERNATIONAL GROUP CO., LTD. , a company formed under the laws of People’s Republic of China with its office address at Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China (the “New Sponsor”).
WITHDRAWAL NOTICE dated as of September 1, 2014Withdrawal Notice • September 3rd, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec
Reference is made to the Consortium Agreement (as amended and supplemented, the “Agreement”) dated as of January 27, 2014 by and between Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Shanda Interactive”) and Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“Primavera”), to which several entities joined as party after the signing date thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement.
CONSENT AND RELEASE dated as of September 1, 2014Consent and Release • September 3rd, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec • New York
Reference is made to (i) that certain share purchase agreement dated as of January 27, 2014 (the “PV Share Purchase Agreement”) by and between Shanda SDG Investment Limited (the “Seller”) and Primavera Capital (Cayman) Fund I L.P. (“PV”) and (ii) that certain share purchase agreement dated as of April 18, 2014 (the “PW Share Purchase Agreement”) by and between the Seller and Perfect World Co., Ltd. (“PW”).
