SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 30th, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of January 27, 2014 (this “Agreement”), by and among Shanda SDG Investment Limited, a British Virgin Islands corporation and a direct wholly-owned subsidiary of Shanda Interactive Entertainment Limited, a Caymans Islands company majority owned by Tianqiao Chen (the “Seller”), and Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (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.
Joint Filing AgreementJoint Filing Agreement • January 30th, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.01 per share and the Class B ordinary shares, par value US$0.01 per share of Shanda Games Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
CONSORTIUM AGREEMENTConsortium Agreement • January 30th, 2014 • Shanda Interactive Entertainment LTD • Services-business services, nec • New York
THIS CONSORTIUM AGREEMENT is made as of January 27, 2014 (this “Agreement”) between Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Shanda Interactive”), Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (the “Sponsor”, together with all Additional Sponsors (as defined below), the “Sponsors”). Each of Shanda Interactive and the Sponsors is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
