exv10w23




Exhibit 10.23


SHARE PURCHASE AGREEMENT




          THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made this 29th day of May, 2009 by and
between Shanda Interactive Entertainment Limited, a Cayman Islands corporation having its principal
place of business at No. 1 Intelligent Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai,
China (the “Seller”), and Shanda Games Korean Investment Limited, a British Virgin Islands
corporation having its principal place of business at No. 1
Intelligent Office Building, No. 690 Bibo
Road, Pudong New Area, Shanghai, China (the “Purchaser”). The Purchaser and the Seller may
collectively be referred to as the “Parties” and, individually, as a “Party.”




RECITALS:




          WHEREAS, the Seller is the record holder of Four Million Seven Hundred Ninety Five Thousand
Nine Hundred Fifty Four (4,795,954) shares of common stock of Actoz Soft Co., Ltd., which is listed
on Korean Securities Dealers Automated Quotations Stock Exchange (the “Company”), par value 500 Won
per share (the “Purchased Shares”); and




          WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase
from the Seller, the Purchased Shares in accordance with the terms and conditions of this
Agreement.




          NOW, THEREFORE, in consideration of the mutual promises and covenants stated below, the
Parties hereto agree as follows:



Article 1. Definitions. Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings set forth below:




          “Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly
controlling, controlled by or under common control with, such Person; (ii) any Person owning five
percent (5%) or more of the outstanding stock of such Person; and (iii) any Person who is a
director, officer or key employee of such Person or of any Person described in clause (i) above.
As used herein, “control” means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.




          “Agreement” shall mean this Share Purchase Agreement, including all exhibits hereto, as the
same may hereafter be amended, modified or supplemented from time to time.




          “Approvals” shall mean any and all permits, consents, acceptances of filings and reports,
authorizations, and other approvals from any relevant government authority or agency in Korea,
China, United States of America, or the British Virgin Islands.




          “Authority” shall mean any governmental, legislative, executive, regulatory or administrative
body, or any court of judicial authority, whether international, national or local, or any
subdivision, agency, authority, board, bureau, commission, office or instrumentality thereof.




          “Business Day” shall mean any day that is not a Saturday, Sunday or national holiday in China
or in Korea.




          “Consideration” shall have the meaning specified in Article 2.1 hereof.




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          “China” shall mean the People’s Republic of China.




          “Closing” shall mean the closing of the transactions under this Agreement.




          “Closing Date” shall mean the date of the Closing to be mutually agreed by the Parties, which
date shall be May             , 2009, or within three (3) Business Days after the satisfaction or the waiver of the
conditions precedent to the Parties’ obligations hereunder, or at such other date, time and place
as shall be mutually agreed by the Parties.




          “Contract” shall mean a contract or agreement to a Party is a party.




          “ICC” shall mean the International Chamber of Commerce.




          “Indemnified Party” shall have the meaning specified in Article 8 hereof.




          “Indemnifying Party” shall have the meaning specified in Article 8
hereof.




          “Korea” shall mean the Republic of Korea.




          “Law” shall mean any law, statute, regulation, ordinance, requirement, notification or
other binding action or requirement of any Authority, or any fiduciary duty or obligation
provided by the statutory laws.




          “Lien or Other Encumbrance” shall mean any lien, pledge, mortgage, security interest, lease,
charge, conditional sales contract, option, restriction, reversionary interest, right of first
refusal or other transfer restriction, voting trust arrangement, preemptive right, claim, easement
or any other encumbrance, adverse claim or right or demands of any nature whatsoever.




          “Losses” shall mean all losses, liabilities, damages, deficiencies, suits, debts, obligations,
interest, penalties, expenses, judgments or settlements of any nature or kind, including all costs
and expenses related thereto, including without limitation reasonable attorneys’ fees and
disbursements, court costs, amounts paid in settlement and expenses of investigation, whether at
law or in equity, whether known or unknown, foreseen or unforeseen, of any kind or nature.




          “Person” shall mean any natural person, entity, corporation, company, association, joint
venture, joint stock company, partnership, trust, organization, individual, nation, state,
government (including agencies, departments, bureaus, boards, divisions and instrumentalities
thereof), trustee, receiver or liquidator.




          “Won” or “KRW” shall mean Korean Won, the official currency of Korea.




Article 2. Sale and Purchase of the Shares.





	2.1	 	Sale and Purchase. Subject to the terms and conditions of this Agreement, the
Seller shall sell
to the Purchaser, and the Purchaser shall buy from the Seller, the Purchased Shares, for a
purchase price of Seventy Million Two Hundred and Nine Thousand United States Dollars
($70,209,000) (the “Consideration”), which purchase price shall be paid by the Purchaser by
wire transfer of immediately available funds to a bank account designated by the Purchaser
in
writing.
	 
	2.2	 	Closing. Subject to the satisfaction or, if permissible, waiver of the conditions
set forth in Article 5




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		 	of this Agreement, the Closing shall take place at the offices in Seoul, Korea of Bae, Kim
& Lee, or such other location agreed upon by the Parties, beginning at 11:00 A.M. local
time on the Closing Date.





Article 3 Closing Deliveries.





	3.1	 	Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be
delivered:
	 
	 	 	     (i) A certificate of book transfer of the Purchased Shares, free and clear of any
Liens or Other Encumbrance, to the securities company account of the Purchaser, which
securities company account shall have been notified to the Seller at least three (3)
Business Days prior to the Closing Date issued by the relevant securities company;
	 
	 	 	     (ii) A certificate of an authorized officer of the Seller referred to in Article
5.2 in a form acceptable to the Purchaser, confirming that the representations and warranties set
forth in Article 4.1 hereto are true and correct as of the Closing Date, and that all
conditions, covenants and other duties under this Agreement applicable to the Seller have
been satisfied and complied with; and
	 
	 	 	     (iii) Such other documents as the Purchaser shall reasonably request in writing.
	 
	3.2	 	Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall
deliver, or cause
to be delivered:
	 
	 	 	     (i) An executed promissory note substantially in the form attached hereto as
Exhibit A, from the Purchaser for the benefit of the Seller;
	 
	 	 	     (ii) A certificate of an authorized officer of the Purchaser referred to in
Article 5.1
in a form acceptable to the Seller, confirming that the representations and warranties set
forth in Article 4.2 hereto are true and correct as of the Closing Date, and further
confirming that all conditions, covenants and other duties under this Agreement applicable
to the Purchaser have been satisfied and complied with; and
	 
	 	 	     (iii) Such other documents as the Seller shall reasonably request in writing.





Article 4. Representations and Warranties.





	4.1	 	Representations and Warranties of the Seller. The Seller represents and warrants to
the Purchaser as of the date of this Agreement and as of the Closing Date with the same force
and effect as if made at and as of such time as set forth below, and acknowledges that the
Purchaser is relying upon the accuracy of each of such representations and warranties in
connection with the purchase of the Shares and the completion of the other transactions
contemplated hereunder:
	 
	 	 	     (i) Authority and Enforceability. The Seller has full power, authority
and
capacity to execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the purchase and sale of Shares contemplated hereby. The execution, delivery
and performance of this Agreement by the Seller and the consummation of the purchase and
sale of Purchased Shares contemplated hereby, have been duly authorized by all requisite
corporate action of the Seller. The Seller has duly executed and delivered this Agreement
which constitutes




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	 	 	the legal, valid and binding obligation of the Seller enforceable against the Seller in
accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles. To ensure the legality, validity,
enforceability or admissibility into evidence in Korea of this Agreement, it is not
necessary that this Agreement be filed or recorded with any court or other authority in
Korea other than filing hereof as required under the Law of Korea (which filing does not
affect the validity or enforceability of this Agreement).
	 
	 	 	     (ii) Ownership of Shares. The Seller owns all of the Purchased Shares,
and
such Shares are fully paid and non-assessable, free and clear of any Lien or Other
Encumbrance. Upon the delivery of and payment for the Purchased Shares at the Closing as
provided for in this Agreement, the Purchaser will acquire good and valid title, free and
clear of any Lien or Other Encumbrance, to the Purchased Shares upon receipt of book
transfer of the Purchased Shares.
	 
	 	 	     (iii) No Violation. The execution, delivery and performance of this
Agreement by the Seller, and the consummation of the purchase and sale of the Purchased
Shares contemplated hereby, do not and will not conflict with, contravene, result in a
violation or breach of or default under (with or without the giving of notice or the lapse
of time or both), create in any other Person a right or claim of termination or amendment,
or require modification, acceleration or cancellation of, or result in the creation of any
Lien or Other Encumbrance (or any obligation to create any Lien or Other Encumbrance) upon
any of the properties or assets of the Seller under, (a) any Law of any Authority having
jurisdiction over the Seller or any of its properties or assets, (b) any provision of any
of the constituent documents of the Seller, or (c) any Contract, or any other agreement or
instrument to which the Seller is a party or by which any of its properties or assets may
be bound, and with respect to each of (a), (b), and (c) above, there is no pending action
alleging any such violation.
	 
	 	 	     (iv) Due Organization. The Seller is an entity duly organized, validly
existing
and, if applicable under the laws of its jurisdiction of organization, in good standing
under the laws of its jurisdiction of organization, and has full power and authority to,
conduct its business and to own or lease and to operate its properties as and in the places
where such business is conducted and such properties are owned, leased or operated.
	 
	 	 	     (v) Government Approvals. No Approval of any Korean Authority is
required
for the sale of the Purchased Shares or the consummation by the Seller of the transactions
contemplated by this Agreement, except (a) a share transfer report under the Foreign
Investment Promotion Act of Korea by the Purchaser, (b) a report of shareholding in large
block under the Securities and Exchange Act of Korea by each of the Seller and the
Purchaser, and (c) report of the shareholding status of major shareholders under the
Securities and Exchange Act of Korea by the Seller and the Purchaser.
	 
	 	 	     (vi) Survival of Representations and Warranties. Each of the
representations
and warranties of the Seller in this Agreement or in any schedule, instrument or other
document delivered pursuant to this Agreement shall survive the Closing Date and shall
continue in force thereafter.
	 
	4.2	 	Representations and Warranties of the Purchaser. The Purchaser hereby represents and
warrants to the Seller as of the date of this Agreement and as of the Closing Date with
the same force and effect as if made at and as of such time as follows, and confirms that
the Seller is




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	 	 	relying upon the accuracy of each of such representations and warranties in connection with
the sale of the Purchased Shares and the completion of the other transactions contemplated
hereunder:
	 
	 	 	     (i) Authority and Enforceability. The Purchaser has full power,
authority and
capacity to execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the purchase and sale of the Purchased Shares contemplated hereby. The
execution, delivery and performance of this Agreement by the Purchaser and the consummation
of the purchase and sale of the Purchased Shares contemplated hereby, have been duly
authorized or will be duly authorized prior to the Closing by all requisite corporate
action of the Purchaser. The Purchaser has duly executed and
delivered this Agreement. This
Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms in the British Virgin Islands, subject,
as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general
applicability relating to or affecting creditors’ rights and to
general equity principles.
	 
	 	 	     (ii) No Violation. The execution, delivery and performance of this
Agreement
by the Purchaser, and the consummation of the purchase and sale of the Purchased Shares
contemplated hereby, do not and will not conflict with, contravene, result in a violation
or breach of or default under (with or without the giving of notice or the lapse of time or
both), create in any other Person a right or claim of termination or amendment, or require
modification, acceleration or cancellation of, or result in the creation of any Lien or
Other Encumbrance (or any obligation to create any Lien or Other Encumbrance) upon any of
the properties or assets of the Purchaser under, (a) any Law of any Authority having
jurisdiction over the Purchaser or any of its properties or assets, (b) any provision of
any of the constituent documents of the Purchaser, or (c) any Contract, or any other
agreement or instrument to which the Purchaser is a party or by which any of its properties
or assets may be bound, and with respect to each of (a), (b), and (c) above, there is no
pending action alleging any such violation.
	 
	 	 	     (iii) Due Organization. The Purchaser is an entity duly organized,
validly existing and, if applicable under the laws of its jurisdiction of organization, in
good standing under the laws of its jurisdiction of organization, and has full power and
authority to, conduct its business and to own or lease and to operate its properties as and
in the places where such business is conducted and such properties are owned, leased or
operated.
	 
	 	 	     (iv) Survival of Representations and Warranties. Each of the
representations
and warranties of the Purchaser in this Agreement or in any schedule, instrument or
other document delivered pursuant to this Agreement shall survive the Closing Date and
shall continue in force thereafter.





Article 5. Conditions Precedent to Closing.





	5.1	 	Conditions Precedent to Obligations of the Seller. The obligations of the
Seller to sell and deliver the Purchased Shares pursuant to Articles 2 and 3 hereof and to
consummate the transactions contemplated hereby shall be subject to the fulfillment, or waiver
by the Seller, on or prior to the Closing Date, of all of the conditions set forth below:
	 
	 	 	     (i) Officer’s Certificate. The Purchaser shall have delivered to the
Seller, a
certificate of an authorized officer of the Purchaser in a form acceptable to the Seller,
dated as of




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	 	 	the Closing Date, confirming that the representations and warranties set forth in Article
4.2 hereto are true and correct as of the Closing Date, and further confirming that all
conditions, covenants and other duties under this Agreement applicable to the Purchaser
have been satisfied and complied with.
	 
	 	 	     (ii) Representations and Warranties. All representations and warranties
of the
Purchaser contained in Article 4.2 hereto were true when made and shall be true on and as
of the Closing Date as if made on such date.
	 
	 	 	     (iii) Performance. The Purchaser shall have performed and complied
with all agreements and covenants required by this Agreement to be performed or complied
with by the Purchaser on or prior to the Closing Date.
	 
	 	 	     (iv) Government Approvals. All necessary Approvals from the
Authorities applicable to the Purchaser, which are required to be obtained prior to the
Closing Date in connection with the transactions contemplated hereby, including (a) report
of shareholding in large block under the Securities and Exchange Act of Korea, (b) share
transfer report under the Foreign Investment Promotion Act of Korea, and (c) report of the
shareholding status of major shareholders under the Securities and Exchange Act of Korea
shall have been obtained within the period prescribed by the relevant statute.
	 
	5.2	 	Conditions Precedent to Obligations of the Purchaser. The obligations of
the Purchaser to purchase the Purchased Shares pursuant to Articles 2 and 3 hereof and to
consummate the transactions contemplated hereby shall be subject to the fulfillment, or waiver
by the Purchaser, on or prior to the Closing Date, of all of the conditions set forth below:
	 
	 	 	     (i) Officer’s Certificate. The Seller shall have delivered to the
Purchaser a
certificate of an authorized officer of such Seller in a form acceptable to the Purchaser,
dated as of the Closing Date, confirming that the representations and warranties set forth
in Article 4.1 hereto are true and correct as of the Closing Date, and further confirming
that all conditions, covenants and other duties under this Agreement applicable to the
Purchaser have been satisfied and complied with.
	 
	 	 	     (ii) Representations and Warranties. All representations and
warranties of the
Seller contained in Article 4.1 hereto were true when made and shall be true on and as of
the Closing Date as if made on such date.
	 
	 	 	     (iii) Performance. The Seller shall have performed and complied with
all agreements and covenants required by this Agreement to be performed or complied with by
the Purchaser on or prior to the Closing Date.
	 
	 	 	     (iv) Government Approvals. All necessary Approvals from the
Authorities applicable to the Purchaser, which are required to be obtained prior to the
Closing Date in connection with the transactions contemplated hereby, including (a) report
of shareholding in large block under the Securities and Exchange Act of Korea, (b) share
transfer report under the Foreign Investment Promotion Act of Korea, and (c) report of the
shareholding status of major shareholders under the Securities and Exchange Act of Korea
shall have been obtained within the period prescribed by the relevant statute.





Article 6. Termination.




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	6.1	 	Termination by Either Party. Either Party may terminate this Agreement (i) to the
extent that
performance thereof is prohibited, enjoined or otherwise materially restrained by any
final, non-appealable judgment, ruling, order or decree of any Authority, provided that the Party
seeking to
terminate its obligations hereunder pursuant to this clause 6.1(i) shall have used its best
efforts
to remove such prohibition, injunction, or restraint; or (ii) by mutual written consent of
the
Parties.
	 
	6.2	 	Effect of Termination. In the event of termination of this Agreement under any
provision of this
Article 6, this Agreement shall forthwith become null and void and neither Party shall have any
liability to the other Party.





Article 7. Indemnification.





	7.1	 	Indemnification. Subject to the following, each Party (the “Indemnifying Party”) shall
indemnify and hold the other Party (the “Indemnified Party”) harmless from and against any
and all Losses that may be sustained, suffered or incurred by the Indemnified Party arising
out of
or relating to any inaccuracy in or breach or nonperformance of any of the representations,
warranties, covenants or agreements made by or any certificate given by the Indemnifying
Party
in or pursuant to this Agreement. The obligations under this Article 8 shall survive any
termination of this Agreement.
	 
	7.2	 	No Waiver. No right of the Purchaser for indemnification under this Article 7 shall
be affected
by any examination made for or on behalf of the Purchaser, the knowledge of any member of
the Purchaser or the acceptance by the Purchaser of any certificate or opinion. No right
of the
Seller for indemnification under this Article 7 shall be affected by any examination made
for or
on behalf of the Seller, the knowledge of any of the Seller or the acceptance by the Seller
of any
certificate or opinion.





Article 8. Dispute Resolution.





	8.1	 	Choice of Forum. The Parties agree that all disputes, differences, controversies, claims or
questions arising in connection with, occurring under, or related to, the present
Agreement shall be finally settled under the Arbitration Rules of the ICC by an arbitral
tribunal appointed in accordance with said Rules. The place of arbitration shall be
Singapore. The language of the arbitration shall be English. The Parties hereby
exclude any right of appeal to any court on the merits of the
dispute.  Nothing
contained in this Agreement shall prevent either party from seeking interim measures of
protection in the form of pre-award attachment of assets, or from seeking injunctive
relief to enforce in courts of competent jurisdiction rights covered by this Agreement.
In the event that any dispute arises under both this Agreement, such disputes shall be
resolved in a consolidated proceeding by a single arbitral tribunal
appointed by the ICC.
	 
	8.2	 	Governing Law. The terms and conditions of this Agreement shall be
governed by and construed in accordance with the Law of Singapore.





Article 9. Miscellaneous.





	9.1	 	Notices. All notices, consents, waivers, and other communications under this
Agreement shall
be (i) in writing, (ii) delivered by hand-delivery, registered first class mail (return
receipt requested), facsimile, or air courier guaranteeing overnight delivery, (iii)
deemed to have been given on the date on which it is received, and (iv) shall be addressed
as follows:





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	 	 	If to the Purchaser:
	 
	 	 	Shanda Games Korean Investment Limited

Shanda Games Limited

No. l Office Building, No. 690 Bibo Road

Zhangjiang High Technology District, Pudong New Area

Shanghai 201203, China
	 
	 	 	Phone: 8621-5050-4740

Facsimile: 8621-5080-5132

Attention: General Counsel

	 
	 	 	If to the Seller:
	 
	 	 	Shanda Interactive Entertainment Limited 
No. l
Office Building, No. 690 Bibo Road 

Zhangjiang High
Technology District, Pudong New Area 

Shanghai
201203, China
	 
	 	 	Phone: 8621-5050-4740

Facsimile: 8621-5080-5132

Attention: General Counsel
	 
	9.2	 	Assignment. Neither this Agreement nor any right or obligation arising under this
Agreement may
be assigned by the Seller, without the prior written consent of the Purchaser, or by the
Purchaser,
without the prior written consent of the Seller, provided that the Purchaser may assign
this
Agreement and/or its rights and obligations under this Agreement to any of its Affiliates,
provided,
however, that in case of any such assignment by the Purchaser, the Purchaser shall remain
jointly
responsible for any and all obligations set out in this Agreement, including the
obligations to make
any deposit or payments.
	 
	9.3	 	No Third-Party Beneficiaries. This Agreement shall be binding upon, and inure
solely to the
benefit of, the Purchaser and the Seller, and their respective heirs, successors and
assigns, and no other Person shall acquire or have any right under or by virtue of this Agreement.
	 
	9.4	 	Amendments. This Agreement may be amended only by written agreement
between the
Purchaser and the Seller.
	 
	9.5	 	Severability. If one of more provisions of this Agreement are held to be invalid
or unenforceable
to any extent under applicable Law, such provision shall be interpreted as if it were
written so as to
be enforceable to the maximum extent permitted by applicable Law, so as to effectuate the
Parties’
intent to the maximum extent, and the remainder of this Agreement shall be interpreted as if
such
provision were excluded and shall be valid and enforceable in accordance with its terms to
the
maximum extent permitted by applicable Law.
	 
	9.6	 	Survival. The representations, warranties, covenants and agreements made herein shall
survive




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	 	 	any investigation made by any party hereto and the closing of the transactions contemplated
hereby. In addition, Articles 7, 8 and 9.6 hereof shall survive the termination of this
Agreement.
	 
	9.7	 	Costs and Expenses. Each Party shall bear its own costs and expenses incurred in
connection with
this Agreement, including, without limitation, the fees and expenses of their respective
accountants
and legal counsel, provided that in the event this Agreement is terminated pursuant to
Article 6.1 or
6.2 hereto, the non-terminating Party shall be responsible for the costs and expenses of
the
terminating Party.
	 
	9.8	 	Governing Language. In the event of any conflict between the English language
version of this
Agreement and any translation hereof, the English language version shall prevail.
	 
	9.9	 	Entire Agreement. This Agreement (including all exhibits and schedules hereto)
constitutes the
entire agreement and understanding of the Parties hereto with respect to the subject matter
of such
documents, and supersedes all prior agreements and understandings, both written and oral,
of the
Parties relating to the subject matter of such documents.
	 
	9.10	 	Counterparts. This Agreement may be executed in any number of counterparts, each
of which
shall be deemed to be an original, and all of which together shall constitute one and the
same
document.





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REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]




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          IN “WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	SHANDA INTERACTIVE

ENTERTAINMENT LIMITED	 	 	 	SHANDA GAMES KOREAN

INVESTMENT LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Tianqiao Chen
 

Tianqiao Chen
	 	 
	 	By:

Name:
	 	/s/ Tianqiao Chen
 

Tianqiao Chen
	 	 
	Title:

	 	CEO and Chairman of the Board
of Directors
	 	 	 	Title:
	 	Director	 	 






[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]





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