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
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.
