SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 2nd, 2014 • Perfect World Co., Ltd. • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of September 1, 2014 (this “Agreement”), by and among Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“PV” and a “Seller”), Perfect World Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (“PW” and a “Seller”, and together with PV, the “Sellers”), and Shanghai Buyout Fund L.P. (上海并购股权投资基金合伙企业（有限合伙）), a limited partnership formed under the laws of the People’s Republic of China (together with any permitted transferee or assignee thereof under this Agreement, the “Purchaser”, together with the Sellers, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
CONSENT AND RELEASE dated as of September 1, 2014Consent and Release • September 2nd, 2014 • Perfect World Co., 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”).
WITHDRAWAL NOTICE dated as of September 1, 2014Withdrawal Notice • September 2nd, 2014 • Perfect World Co., 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.
