<PAGE>

                                                                     EXHIBIT 4.3

                             Dated December 19,2003

                              SHANDA MEDIA LIMITED
                   (formerly known as TWIN LUCK VENTURES LTD.)

                                       and

                     SHANDA INVESTMENT INTERNATIONAL LIMITED
                   (formerly known as LUCK JOY VENTURES LTD.)

                                       and

                        SB ASIA INFRASTRUCTURE FUND L.P.
                                    (Sellers)

                                       and

                    SHANDA INTERACTIVE ENTERTAINMENT LIMITED
                                   (Purchaser)

                                       and

                             SHANDA HOLDINGS LIMITED

                    ----------------------------------------

                            SHARE PURCHASE AGREEMENT

                    ----------------------------------------

<PAGE>

This Share Purchase Agreement (this "AGREEMENT") is made on December 19, 2003

AMONG:

(1)      Shanda Media Limited (formerly known as Twin Luck Ventures Ltd.), an
         international business company formed under the laws of the British
         Virgin Islands ("BVI") ("SHANDA MEDIA");

(2)      Shanda Investment International Limited (formerly known as Luck Joy
         Ventures Ltd.), an international business company formed under the laws
         of the BVI ("SHANDA INTERNATIONAL");

(3)      SB Asia Infrastructure Fund L.P., a limited partnership formed under
         the laws of the Cayman Islands ("CAYMAN") ("SAIF", together with Shanda
         Media and Shanda International, the "SELLERS");

(4)      Shanda Holdings Limited (formerly known as Spirit High Ventures
         Limited), an international business company formed under the laws of
         the BVI (the "COMPANY"); and

(5)      Shanda Interactive Entertainment Limited (formerly known as Shanda
         (Cayman) Holdings Limited), an exempted company incorporated under the
         laws of Cayman (the "PURCHASER").

                                    RECITALS

(A)      In connection with the proposed listing of the Purchaser's shares on
         the Nasdaq National Market System, a corporate reorganization involving
         the Company will take place whereby the Company will become a wholly
         owned subsidiary of the Purchaser.

(B)      Pursuant to the abovementioned corporate reorganization, the Sellers
         will sell to the Purchaser, and the Purchaser will purchase from the
         Sellers, the entire issued share capital of the Company subject to and
         upon the terms and conditions of this Agreement.

                                   WITNESSETH

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Interpretation.

1.1      In this Agreement and the Schedules hereto, the following words and
         expressions shall, where the context so admits, bear the following
         meanings:

         "AGREEMENT" has the meaning set forth in the preamble hereto.

         "BVI" has the meaning set forth in the preamble hereto.

         "CAYMAN" has the meaning set forth in the preamble hereto.

                                       1
<PAGE>

         "CENTRE" has the meaning set forth in Section 10.7 hereof.

         "CLOSING" has the meaning set forth in Section 5.1 hereof.

         "COMPANY" has the meaning set forth in the preamble hereto.

         "COMPANY COMMON STOCK" means ordinary shares in the share capital of
the Company, of a par value of US$0.01 each.

         "COMPANY ESOP" means the employee stock option plan duly adopted by the
Company.

         "COMPANY SERIES A PREFERRED STOCK" means Series A Preferred Stock in
the capital of the Company, of a par value of US$0.01 each.

         "COMPANY SERIES A-1 PREFERRED STOCK" means Series A-l Preferred Stock
in the capital of the Company, of a par value of US$0.01 each.

         "COMPANY SHAREHOLDERS AGREEMENT" means that certain Shareholders
Agreement, dated as of March 4,2003, among the Company, Shanda Media, Shanda
International, SAIF, CHEN Tianqiao, CHEN Danian and Shanghai Shanda.

         "COMPANY STOCK OPTION" has the meaning set forth in Section 4 hereof.

         "CONSIDERATION SHARES" means 89,728,818 shares of Purchaser Common
Stock, 25,112,870 shares of Purchaser Series A Preferred Stock and 4,947,230
shares of Purchaser Series A-l Preferred Stock to be issued and allotted in
exchange for the Sale Shares.

         "ENCUMBRANCES" has the meaning set forth in Section 6.1 hereof.

         "GROUP" means The Company and the Subsidiary.

         "HONG KONG" means the Hong Kong Special Administrative Region of the
PRC.

         "PRC" means The People's Republic of China.

         "PURCHASER" has the meaning set forth in the preamble hereto.

         "PURCHASER COMMON STOCK" means ordinary shares in the share capital of
the Purchaser, of a par value of US$0.01 each.

         "PURCHASER ESOP" has the meaning set forth in Section 4 hereof.

         "PURCHASER SHAREHOLDERS AGREEMENT" means the Shareholders Agreement
substantially in the form attached hereto as Exhibit A to be entered into among
the Purchaser, Shanda Media, Shanda International, SAIF, CHEN Tianqiao, CHEN
Danian and Shanghai Shanda at the Closing.

                                       2
<PAGE>

         "PURCHASER SERIES A PREFERRED STOCK" means Series A Preferred Stock in
the capital of the Purchaser, of a par value of US$0.01 each.

         "PURCHASER SERIES A-1 PREFERRED STOCK" means Series A-l Preferred Stock
 in the capital of the Purchaser, of a par value of US$0.01 each.

         "RESTATED MEMORANDUM AND ARTICLES" means the Amended and Restated
Memorandum and Articles of Association of the Purchaser substantially in the
form attached hereto as Exhibit B to be adopted by the Purchaser prior to the
Closing.

         "SAIF" has the meaning set forth in the preamble hereto.

         "SALE SHARES" means 89,728,818 shares of Company Common Stock,
25,112,870 shares of Company Series A Preferred Stock and 4,947,230 shares of
Company Series A-l Preferred Stock to be sold to the Purchaser hereunder.

         "SELLERS" has the meaning set forth in the preamble hereto.

         "SHANDA INTERNATIONAL" has the meaning set forth in the preamble
hereto.

         "SHANDA MEDIA" has the meaning set forth in the preamble hereto.

         "SHANGHAI SHANDA" means Shanghai Shanda Internet Development Co., Ltd.,
a limited liability company organized and existing under the laws of the PRC.

         "SUBSIDIARY" means [Chinese name], a wholly foreign-owned enterprise
established in the PRC.

         "US$" means United States dollars, the lawful currency of the United
States.

1.2      Words importing the singular shall include the plural and vice versa
         and words importing any gender shall include all other genders and
         references to persons shall include corporations and unincorporated
         associations.

1.3      References to this Agreement shall include the Schedules hereto which
         shall form part hereof and shall have the same force and effect as if
         expressly set out in the body of this Agreement.

1.4      The obligations of the Sellers and the Company shall, save where the
         context expressly requires to the contrary, be joint and several.

2.       Purchase and Sale of Shares.

2.1      On and subject to the terms of this Agreement, at the Closing, each of
         the Sellers shall sell those of the Sale Shares set against their
         respective names in column (2) of Schedule 1 and the Purchaser shall
         purchase the same in each case free from all liens, charges,
         encumbrances and other equities of any description and together with
         all rights and benefits now and hereafter attaching thereto, including
         (without limitation) all rights to dividends and other distributions
         hereafter paid declared or made in respect of

                                       3
<PAGE>

         the Sale Shares.

2.2      Each of the Sellers hereby waives all pre-emptive, right of first
         refusal and similar rights with respect to the sale and transfer of the
         Sale Shares to which the Sellers may be entitled under the Amended and
         Restated Memorandum and Articles of Association of the Company or the
         Company Shareholders Agreement.

2.3      Nothing in this Agreement shall oblige the Purchaser to buy any of the
         Sale Shares or otherwise complete this Agreement unless the sale and
         purchase of all of the Sale Shares are completed simultaneously.

3.       Consideration.

         The consideration payable by the Purchaser to the Sellers for the Sale
         Shares shall be satisfied or deemed to have been satisfied in full by
         the Purchaser allotting and issuing to each of the Sellers,
         respectively, the number of Consideration Shares as set against their
         respective names in Column (3) of Schedule 1, credited as fully paid.

4.       Options. At and subject to the Closing, the Purchaser shall take all
         corporate actions necessary to assume the Company ESOP (including the
         form of option agreement attached thereto), a copy of which is attached
         hereto as Exhibit C, and all obligations under the options previously
         granted thereunder. At the Closing, each outstanding employee or
         director option to purchase shares of Company Common Stock granted
         under the Company ESOP ("COMPANY STOCK OPTION"), whether vested or
         unvested, shall be assumed by the Purchaser. At the Closing, (i) each
         Company Stock Option then outstanding shall entitle the holder thereof
         to acquire the same number of shares of Purchaser Common Stock as the
         number of shares of Company Common Stock subject to such Company Stock
         Option immediately prior to the Closing, (ii) the exercise price per
         share of Purchaser Common Stock subject to any such Company Stock
         Option shall be equal to the exercise price per share of Company Common
         Stock subject to such Company Stock Option immediately prior to the
         Closing and (iii) each Company Stock Option shall be subject to the
         same terms and conditions as in effect immediately prior to the
         Closing. The Purchaser shall take all corporate actions necessary to
         reserve for issuance a sufficient number of shares of Purchaser Common
         Stock for delivery upon exercise of Company Stock Options.

5.       Closing

5.1      Unless otherwise agreed, the purchase and sale of the Sale Shares and
         the issuance of the Consideration Shares shall take place on a date and
         at a location to be agreed by the parties hereto; provided that all the
         conditions precedent shall have been satisfied or waived, but in no
         event later than December 31,2003 (the "CLOSING").

5.2      At the Closing:

         (a)      The Sellers shall deliver to the Purchaser:

                  (i)      Duly executed transfers of the Sale Shares in favour
                           of the Purchaser together with the share certificates
                           therefor or an indemnity in a form reasonably
                           required by the Purchaser in the case of any missing
                           share

                                       4
<PAGE>

                           certificates; and

                  (ii)     A counterpart of the Purchaser Shareholders Agreement
                           duly executed by each Seller;

         (b)      The Company shall deliver to the Purchaser all the
                  constitutive documents of each member of the Group, including
                  (without limitation) the certificates of incorporation,
                  certificates of incorporation on change of name (if any),
                  memorandum and articles of association, the common seals,
                  minute books, registers of members and registers of directors
                  (both duly written up to date), share certificate books and
                  all other statutory records and documents of each member of
                  the Group; and

         (c)      The Purchaser shall deliver to each of the Sellers:

                  (i)      Share certificates representing the number of
                           Consideration Shares as set against their respective
                           names in Column (3) of Schedule 1;

                  (ii)     A copy of the register of members of the Purchaser
                           evidencing the issue and allotment of relevant number
                           of the Consideration Shares to each of the Sellers,
                           respectively; and

                  (iii)    A counterpart of the Purchaser Shareholders Agreement
                           duly executed by the Purchaser.

6.       Representations and Warranties of the Company and the Sellers. Each of
         the Sellers and the Company hereby represents and warrants to the
         Purchaser as follows:

6.1      Organization, Good Standing and Qualification. Each of the Sellers and
         the Company is duly organized, validly existing and in good standing
         under the laws of the jurisdiction of its incorporation, and has all
         requisite corporate power and authority to carry on its business as now
         conducted and as proposed to be conducted and is duly qualified to
         transact business and is in good standing in each jurisdiction in which
         the failure to so qualify would have a material adverse effect on its
         business or properties.

6.2      Ownership; Title. Each Seller is the sole beneficial and record owner
         of the number of Sale Shares as set against its name in Column (2) of
         Schedule 1, owns such shares free and clear of any and all liens,
         encumbrances, and restrictions ("ENCUMBRANCES") on transfer of any and
         every nature whatsoever except for restrictions on transfer deriving
         from applicable securities laws and restrictions under the Amended and
         Restated Memorandum and Articles of Association of the Company and the
         Company Shareholders Agreement, and has good, valid, and marketable
         title to and the right to transfer such shares to the Purchaser. No
         person or entity other than the Purchaser has any written or oral
         agreement, arrangement or understanding or option to or any right or
         privilege (whether by law, preemption, or contract) that is an
         agreement, arrangement, understanding, or option for the purchase or
         acquisition from any Seller of any shares of capital stock or other
         securities of Company. After giving effect to the transactions
         contemplated herein, the Purchaser will own, and have good, valid and
         marketable title to all of the Sale Shares, free and clear of any and
         all Encumbrances.

                                       5
<PAGE>

6.3      Authorization; Execution; Enforceability. The execution, delivery and
         performance of this Agreement and the transactions contemplated hereby
         have been duly authorized and approved by all requisite actions on the
         part of each of the Sellers and the Company, and no other approval or
         authorization is required on the part of any of the Sellers or the
         Company, or any other person by law or otherwise in order to make this
         Agreement the legal, valid, binding, and enforceable obligation of each
         of the Sellers and the Company. This Agreement has been duly executed
         and delivered by each of the Sellers and the Company and is the legal,
         valid, and binding obligation of each of the Sellers and the Company
         enforceable against each of the Sellers and the Company in accordance
         with its terms except as such enforcement may be limited by bankruptcy,
         insolvency or other similar laws affecting the enforcement of
         creditor's rights generally.

6.4      No Conflict or Violation. The execution, delivery and performance of
         this Agreement and the transactions contemplated hereby will not (a)
         conflict with or violate the provisions of any applicable law, rule, or
         order, (b) conflict with or constitute a breach or default under any
         agreement or contract by which any of the Sellers or the Company is
         bound, or (c) require the consent or approval of, or filing with, any
         governmental body or third party.

6.5      Capitalization of the Company. As of the date hereof, the authorized
         share capital of the Company consists of the following:

         (i)      30,060,100 shares of preferred stock, par value US$0.01 per
                  share, 25,112,870 shares of which are Company Series A
                  Preferred Stock and 4,947,230 shares of which are Company
                  Series A-l Preferred Stock and all of which are issued,
                  outstanding and held by SAIF;

         (ii)     186,000,000 shares of Company Common Stock, 89,728,818 shares
                  of which are issued and outstanding, of which 66,536,939
                  shares are held by Shanda Media, 23,191,879 shares are held by
                  Shanda International and 13,309,880 shares are reserved for
                  grant to employees or for issuance upon exercise of options
                  pursuant to the Company ESOP.

         Except as set forth in the Amended and Restated Memorandum and Articles
         of Association of the Company in effect from time to time and the
         Company Shareholders Agreement, there are no outstanding options,
         warrants, rights (including conversion or preemptive rights and rights
         of first refusal), subscriptions, or other rights, proxy or
         stockholders agreements or agreements of any kind, either directly or
         indirectly, entitling the holder thereof to purchase or otherwise
         acquire or to compel the Company to issue, repurchase or redeem any
         equity securities of the Company.

7.       Representations and Warranties of Purchaser.

7.1      Organization, Good Standing and Qualification. The Purchaser is duly
         organized, validly existing and in good standing under the laws of
         Cayman, and has all requisite corporate power and authority to carry on
         its business as now conducted and as proposed to be conducted and is
         duly qualified to transact business and is in good standing in each
         jurisdiction in which the failure to so qualify would have a material
         adverse effect on its business or properties.

                                       6
<PAGE>

7.2      Authorization; Execution; Enforceability. The execution, delivery and
         performance of this Agreement and the transactions contemplated hereby
         have been duly authorized and approved by all requisite actions on the
         part of the Purchaser, and no other approval or authorization is
         required on the part of the Purchaser, or any other person by law or
         otherwise in order to make this Agreement the legal, valid, binding,
         and enforceable obligation of the Purchaser. This Agreement has been
         duly executed and delivered by the Purchaser and is the legal, valid,
         and binding obligation of the Purchaser enforceable against the
         Purchaser in accordance with its terms except as such enforcement may
         be limited by bankruptcy, insolvency or other similar laws affecting
         the enforcement of creditor's rights generally.

7.3      No Conflict or Violation. The execution, delivery and performance of
         this Agreement and the transactions contemplated hereby will not (a)
         conflict with or violate the provisions of any applicable law, rule, or
         order, (b) conflict with or constitute a breach or default under any
         agreement or contract by which the Purchaser is bound, or (c) require
         the consent or approval of, or filing with, any governmental body or
         third party.

7.4      Capitalization. After the Restated Memorandum and Articles have been
         adopted by way of special resolution and have become effective and
         immediately prior to the Closing, the authorized capital of the
         Purchaser will consist of:

         (i)      186,000,000 shares of Purchaser Common Stock; and

         (ii)     30,060,100 shares of preferred stock, par value US$0.01 per
                  share, 25,112,870 of which are Purchaser Series A Preferred
                  Stock and 4,947,230 shares of which are Purchaser Series A-l
                  Preferred Stock.

         Except as set forth in the Restated Memorandum and Articles and the
         Purchaser Shareholders Agreement, there will be no outstanding options,
         warrants, rights (including conversion or preemptive rights and rights
         of first refusal), subscriptions, or other rights, proxy or
         stockholders agreements or agreements of any kind, either directly or
         indirectly, entitling the holder thereof to purchase or otherwise
         acquire or to compel the Purchaser to issue, repurchase or redeem any
         equity securities of the Purchaser.

7.5      Valid Issuance of Consideration Shares. The Consideration Shares that
         are being issued and allotted by the Purchaser hereunder, when issued,
         sold and delivered to the Sellers in accordance with the terms of this
         Agreement in exchange for the Sale Shares, will be duly and validly
         issued, fully paid, and non-assessable, and will be free of
         restrictions on transfer other than restrictions on transfer under this
         Agreement or under the Restated Memorandum and Articles. The Purchaser
         Common Stock issuable upon conversion of the Purchaser Series A
         Preferred Stock and the Purchaser Series A-l Preferred Stock issued
         under this Agreement have been duly and validly reserved for issuance
         and, upon issuance in accordance with the terms of the Restated
         Memorandum and Articles, will be duly and validly issued, fully paid,
         and non-assessable and will be free of restrictions on transfer, other
         than restrictions on transfer under this Agreement, the Purchaser
         Shareholders Agreement or under the Restated Memorandum and Articles.

8.       Conditions to Purchaser's Obligations at Closing.

                                       7
<PAGE>

8.1      Representations and Warranties. The representations and warranties of
         the Sellers and the Company contained in Section 6 shall be true and
         accurate on and as of the Closing with the same effect as though such
         representations and warranties had been made on and as of the date of
         such Closing.

8.2      Performance. Each of the Sellers and the Company shall have performed
         and complied with all agreements, obligations and conditions contained
         in this Agreement that are required to be performed or complied with by
         it or him on or before the Closing.

8.3      Approvals and Consents. All authorizations, approvals, consents or
         permits of any competent governmental authority or regulatory body or
         of any third party that are required in connection with the lawful sale
         and transfer of the Sale Shares pursuant to this Agreement (including
         without limitation any waivers for all rights of first refusal) shall
         have been duly obtained and effective as of the Closing.

8.4      Proceedings and Documents. All corporate, legal and other proceedings
         taken by each of the Sellers and the Company in connection with the
         transactions contemplated at the Closing and all documents incident
         thereto shall be reasonably satisfactory in form and substance to the
         Purchaser, and the Purchaser shall have received all such counterpart
         original and certified or other copies of such documents as it may
         reasonably request.

9.       Conditions of Seller's Obligations at Closing.

9.1      Representations and Warranties. The representations and warranties of
         the Purchaser contained in Section 6 shall be true and accurate on and
         as of the Closing with the same effect as though such representations
         and warranties had been made on and as of the date of such Closing.

9.2      Performance. The Purchaser shall have performed and complied with all
         agreements, obligations and conditions contained in this Agreement that
         are required to be performed or complied with by it on or before the
         Closing.

9.3      Approvals and Consents. All authorizations, approvals, consents or
         permits of any competent governmental authority or regulatory body or
         of any third party that are required in connection with the lawful
         issuance and sale of the Consideration Shares pursuant to this
         Agreement (including without limitation any waivers for all rights of
         first refusal) shall have been duly obtained and effective as of the
         Closing.

9.4      Proceedings and Documents. All corporate, legal and other proceedings
         taken by the Purchaser in connection with the transactions contemplated
         at the Closing and all documents incident thereto shall be reasonably
         satisfactory in form and substance to the Sellers, and the Sellers
         shall have received all such counterpart original and certified or
         other copies of such documents as they may reasonably request

9.5      Restated Memorandum and Articles. The Purchaser shall have duly adopted
         the Restated Memorandum and Articles by all necessary corporate action
         of the Board of Directors and shareholders of the Purchaser that takes
         effect prior to the Closing. The Purchaser shall file the Restated
         Memorandum and Articles with the Registrar of Companies of the Cayman
         Islands within fifteen (15) days of passing the special resolution
         adopting the same.

                                       8
<PAGE>

9.6      ESOP. The Purchaser shall have assumed the Company ESOP and all of the
         outstanding Company Stock Options pursuant to Section 4 hereof.

10.      Miscellaneous.

10.1     Survival of Warranties. The warranties, representations and covenants
         of the parties contained in this Agreement shall survive the execution
         and delivery of this Agreement and the Closing, and shall in no way be
         affected by any investigation of the subject matter thereof made by or
         on behalf of any of party.

10.2     Entire Agreement. This Agreement constitutes the entire agreement
         between the parties pertaining to the subject matter hereof and
         supersedes all prior agreements, understandings, negotiations and
         discussions, whether oral or written, of the parties with respect to
         the subject matter hereof.

10.3     Counterparts. This Agreement may be executed in counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

10.4     Successors and Assigns. Except as otherwise provided herein, the terms
         and conditions of this Agreement shall inure to the benefit of and be
         binding upon the respective successors and assigns of the parties. This
         Agreement, and the rights and obligations hereunder, shall not be
         assigned without the mutual written consent of the parties hereto.
         Nothing in this Agreement, express or implied, is intended to confer
         upon any party other than the parties hereto or their respective
         successors and assigns any rights, remedies, obligations, or
         liabilities under or by reason of this Agreement, except as expressly
         provided in this Agreement.

10.5     Notices. Unless otherwise provided, any notice required or permitted
         under this Agreement shall be given in writing and shall be deemed
         effectively given upon personal delivery to the party to be notified or
         on the 10th day after the date mailed, by registered or certified mail,
         postage prepaid and addressed to the party to be notified at the
         address indicated for such party on the signature page hereof, or at
         such other address as such party may designate by ten (10) days'
         advance written notice to the other parties, or on the first business
         day following the date of transmission by facsimile.

10.6     Governing Law. This Agreement shall be governed by, and construed in
         accordance with, the laws of Hong Kong without regard to principles of
         conflicts of laws.

10.7     Dispute Resolution.

         (i)      Any dispute, controversy or claim arising out of or relating
                  to this Agreement, or the interpretation, breach, termination
                  or validity hereof, shall be resolved through consultation.
                  Such consultation shall begin immediately after one party
                  hereto has delivered to the other party hereto a written
                  request for such consultation. If within 30 days following the
                  date on which such notice is given the dispute cannot be
                  resolved, the dispute shall be submitted to arbitration upon
                  the request of either party with notice to the other.

                                       9
<PAGE>

         (ii)     The arbitration shall be conducted in Hong Kong under the
                  auspices of the Hong Kong International Arbitration Centre
                  (the "CENTRE"). There shall be three arbitrators, who shall be
                  qualified to practice Hong Kong law. In the event that the
                  parties have not agreed on all arbitrators to constitute the
                  arbitral panel within 30 days after a notice of arbitration,
                  the Secretary General of the Centre shall appoint arbitrators
                  to fill any unfilled positions on the panel.

         (iii)    The arbitration proceedings shall be conducted in English. The
                  arbitration tribunal shall apply the Arbitration Rules of the
                  United Nations Commission on International Trade Law, as in
                  effect at the time of the arbitration. However, if such rules
                  are in conflict with the provisions of this Section 9.4,
                  including the provisions concerning the appointment of
                  arbitrators, the provisions of this Section 9.4 shall prevail.

         (iv)     The arbitrators shall decide any dispute submitted by the
                  parties to the arbitration strictly in accordance with the
                  substantive law of Hong Kong and shall not apply any other
                  substantive law.

         (v)      Each party to an arbitration hereunder shall cooperate with
                  the other in making full disclosure of and providing complete
                  access to all information and documents reasonably requested
                  by the other in connection with such arbitration proceedings,
                  subject only to any confidentiality obligations binding on
                  such party and rights of privileges to which the parties or
                  their advisors may enjoy.

         (vi)     The award of the arbitration tribunal shall be final and
                  binding upon the disputing parties, and the prevailing party
                  may apply to a court of competent jurisdiction for enforcement
                  of such award.

         (vii)    Either party shall be entitled to seek preliminary injunctive
                  relief, if possible, from any court of competent jurisdiction
                  pending the constitution of the arbitral tribunal.

10.8     Severability. If any provision of this Agreement is found unenforceable
         by a court of competent jurisdiction, such unenforceable provision
         shall not affect the other provisions but shall be deemed modified to
         the extent necessary to render it enforceable, preserving to the
         fullest extent permissible the intent of the parties.

10.9     Amendments and Waivers. Any term of this Agreement may be amended and
         the observance of any term of this Agreement may be waived (either
         generally or in a particular instance and either retroactively or
         prospectively), only with the written consent of the parties hereto.

10.10    Further Assurances. From and after the date hereof, upon the request of
         the Purchaser, the Sellers shall execute and deliver such instruments,
         documents or other writings as may be reasonably necessary or desirable
         to confirm and carry out and to effectuate fully the intent and purpose
         of this Agreement.

                [Remainder of this page intentionally left blank]

                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                        SHANDA MEDIA LIMITED

                                        By: /s/ Chen Tianqiao
                                            ------------------------------------
                                        Name: Chen Tianqiao
                                        Title: Sole Member and Director
                                        Address: Beaufort House
                                                 P.O. Box No. 438
                                                 Road Town
                                                 Tortola, British Virgin Islands

                                        SHANDA INVESTMENT INTERNATIONAL LIMITED

                                        By: /s/ Chen Danian
                                            ------------------------------------
                                        Name: Chen Danian
                                        Title: Sole Member and Director
                                        Address: Beaufort House
                                                 P.O. Box No. 438
                                                 Road Town
                                                 Tortola, British Virgin Islands

                                        SB ASIA INFRASTRUCTURE FUND L.P.

                                        By:
                                            ------------------------------------
                                        Name: Andrew Y. Yan
                                        Title: Authorized Signatory
                                        Address: Suites 2115-2118
                                                 Two Pacific Place
                                                 88 Queensway, Hong Kong

                                       11
<PAGE>

                                        SHANDA HOLDINGS LIMITED

                                        By: /s/ Chen Tianqiao
                                            ------------------------------------
                                        Name: Chen Tianqiao
                                        Title: CEO
                                        Address: 1289 South Pudong Road,
                                                 Hua Rong Plaza, 21st Floor
                                                 Shanghai 200122, PRC

                                        SHANDA INTERACTIVE ENTERTAINMENT LIMITED

                                        By: /s/ Chen Tianqiao
                                            ------------------------------------
                                        Name: Chen Tianqiao
                                        Title: Director
                                        Address: Century Yard
                                                 Cricket Square
                                                 Hutchins Drive
                                                 P.O. Box 2681GT
                                                 George Town
                                                 Grand Cayman, British West
                                                 Indies

                                       12
<PAGE>

                                   SCHEDULE 1

                                    SELLERS

<TABLE>
<CAPTION>
           Column (1)                          Column (2)                  Column (3)
-------------------------------------------------------------------------------------------
                                                                            NO. OF
    NAME AND ADDRESS OF SELLERS           NO. OF SALE SHARES         CONSIDERATION SHARES
-------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>
1.  Shanda Media Limited               66,536,939 shares of       66,536,939 shares of
                                       Company Common Stock       Purchaser Common Stock

-------------------------------------------------------------------------------------------
2.  Shanda Investment International    23,191,879 shares of       23,191,879 shares of
    Limited                            Company Common Stock       Purchaser Common Stock

-------------------------------------------------------------------------------------------
3.  SB Asia Infrastructure Fund L.P.   -   25,112,870 shares of   -   25,112,870 shares of
                                           Company Series A           Purchaser Series A
                                           Preferred Stock            Preferred Stock

                                       -   4,947,230 shares of    -   4,947,230 shares of
                                           Company Series A-1         Purchaser Series A-1
                                           Preferred Stock            Preferred Stock
-------------------------------------------------------------------------------------------
</TABLE>

                                      SH-1

<PAGE>

                                    EXHIBIT A

                             SHAREHOLDERS AGREEMENT

                                      EX-1

<PAGE>

                                    EXHIBIT B

                        RESTATED MEMORANDUM AND ARTICLES

                                      EX-2

<PAGE>

                                    EXHIBIT C

                           EMPLOYEE STOCK OPTION PLAN

                                      EX-3