exv10w04





Exhibit 10.04


Execution Version




MASTER SEPARATION AGREEMENT




by and between




SHANDA INTERACTIVE ENTERTAINMENT LIMITED




and




SHANDA GAMES LIMITED




Dated as of July 1, 2008





 









 








TABLE OF CONTENTS




 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Interpretation
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	The Separation
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. The Separation
	 	 	9	 
	Section 2.02. Deferred Transactions
	 	 	12	 
	Section 2.03. Governmental Approvals and Third Party Consents
	 	 	12	 
	Section 2.04. Documents Relating to Transfer of Assets and Assumption
of Liabilities
	 	 	13	 
	Section 2.05. Novation of Assumed Liabilities
	 	 	13	 
	Section 2.06. Remedial Actions
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Other Separation Matters
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Dividend
	 	 	14	 
	Section 3.02. Game License Agreements
	 	 	14	 
	Section 3.03. Employees
	 	 	15	 
	Section 3.04. Real Properties
	 	 	15	 
	Section 3.05. Existing Agreements
	 	 	16	 
	Section 3.06. Shared Contracts
	 	 	16	 
	Section 3.07. Intellectual Property License
	 	 	17	 
	Section 3.08. Further Assurances
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	No Representations or Warranties
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. No Representations or Warranties
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Access to Information
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Access to Information
	 	 	17	 
	Section 5.02. Litigation Cooperation
	 	 	18	 
	Section 5.03. Reimbursement; Ownership of Information
	 	 	19	 
	Section 5.04. Retention of Records
	 	 	19	 
	Section 5.05. Confidentiality
	 	 	20	 






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	 	 	Page	 
	Section 5.06. Privileged Information
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	Other Agreements
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Ancillary Agreements
	 	 	21	 
	Section 6.02. Intergroup Agreements
	 	 	22	 
	Section 6.03. Rights and Liabilities under this Agreement, Ancillary Agreements and Intergroup Agreements
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	Indemnification
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. SDG Indemnification of Shanda Group
	 	 	22	 
	Section 7.02. Shanda Indemnification of SDG Group
	 	 	22	 
	Section 7.03. Procedures
	 	 	23	 
	Section 7.04. Calculation of Indemnification Amount
	 	 	24	 
	Section 7.05. Contribution
	 	 	24	 
	Section 7.06. Non-Exclusivity of Remedies
	 	 	24	 
	Section 7.07. Survival of Indemnities
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Notices
	 	 	25	 
	Section 8.02. Amendments; No Waivers
	 	 	26	 
	Section 8.03. Expenses
	 	 	26	 
	Section 8.04. Successors and Assigns
	 	 	26	 
	Section 8.05. Governing Law
	 	 	26	 
	Section 8.06. Counterparts; Effectiveness; Third-Party Beneficiaries
	 	 	26	 
	Section 8.07. Entire Agreement
	 	 	27	 
	Section 8.08. Jurisdiction
	 	 	27	 
	Section 8.09. WAIVER OF JURY TRIAL
	 	 	27	 
	Section 8.10. Termination
	 	 	27	 
	Section 8.11. Severability
	 	 	28	 
	Section 8.12. Survival
	 	 	28	 
	Section 8.13. Captions
	 	 	28	 
	Section 8.14. Specific Performance
	 	 	28	 
	Section 8.15. Performance
	 	 	28	 






Schedules




	 	 	 
	Annex I

	 	Form of SDG (HK) Instrument of Transfer
	Annex II

	 	Forms of Deferred Revenues Transfer Agreements
	 

	 	 
	Exhibit A

	 	Form of Cooperation Agreement
	Exhibit B

	 	Form of Intellectual Property License Agreement






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	Exhibit C

	 	Form of Management Consulting Agreement
	Exhibit D

	 	Form of Non-Competition Agreement
	Exhibit E

	 	Form of Sales Agency Agreement







iii









 








MASTER SEPARATION AGREEMENT




     MASTER SEPARATION AGREEMENT dated as of July 1, 2008 (the “Agreement”) between Shanda
Interactive Entertainment Limited, an exempted international business company organized and validly
existing under the laws of the Cayman Islands (“Shanda”), and Shanda Games Limited, an exempted
international business company organized and validly existing under the laws of the Cayman Islands
and a wholly-owned Subsidiary of Shanda (“SDG”).



W I T N E S S E T H:




     WHEREAS, the Board of Directors of Shanda has determined that it would be appropriate and
desirable to undertake an internal reorganization to separate Shanda’s online game business from
its other businesses (the “Separation”);



     WHEREAS, Shanda has caused SDG to be incorporated for purposes of the Separation;



     WHEREAS, in order to effect the Separation, Shanda and SDG desire for (i) Shanda to contribute
and transfer to SDG, and for SDG to receive and assume, directly or indirectly, certain assets and
liabilities, and (ii) SDG to transfer to Shanda, and for Shanda to receive and assume, directly or
indirectly, certain assets and liabilities; in each case, as more fully set forth in this Agreement
and the Ancillary Agreements; and



     WHEREAS, the parties hereto have determined to set forth the principal actions required to
effect the Separation and to set forth certain agreements that will govern the relationship between
the parties following the Separation.



     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the
parties hereby agree as follows:



ARTICLE 1

Definitions




     Section 1.01. Definitions. The following terms, as used herein, have the following meanings:



     “Action” means any demand, claim, suit, action, arbitration, inquiry, investigation or other
proceeding by or before any Governmental Authority or any arbitration or mediation tribunal.



     “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling,
controlled by, or under common control with, such other Person; provided that for purposes of this
Agreement, no member of the Shanda Group shall be deemed to be an Affiliate of the SDG Group
following the



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Separation and no member of the SDG Group shall be deemed to be an Affiliate of the Shanda
Group following the Separation. For the purposes of this definition, “control” means the
possession, directly or indirectly, 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, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Agreement” has the meaning set forth in the preamble.



     “Ancillary Agreements” has the meaning set forth in Section 2.04.



     “Applicable Law” means, with respect to any Person, any national, federal, state, local or
foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code,
rule, regulation, order, injunction, judgment, decree, ruling, directive, guidance, instruction,
direction, permission, waiver, notice, condition, limitation, restriction or prohibition or other
similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental
Authority that is binding upon or applicable to such Person, its properties or assets or its
business or operations, as amended unless expressly specified otherwise.



     “Assets” means assets, properties and rights (including goodwill) of every kind and
description, wherever located, whether real, personal or mixed, tangible or intangible, including
the following:




     (i) all personal property and interests therein, including machinery, equipment,
furniture, office equipment, communications equipment, vehicles and other tangible
property;




     (ii) all real property and leases of, and other interests in, real property, in each
case together with all buildings, fixtures and improvements erected thereon;




     (iii) all rights under all contracts, agreements, leases, licenses, commitments,
sales and purchase orders and other instruments;




     (iv) all raw materials, work-in-process, finished goods, supplies and other
inventories;




     (v) all accounts, notes and other receivables;




     (vi) all prepaid expenses, including taxes, leases and rentals;




     (vii) all cash or cash equivalents on hand or in banks;




     (viii) all rights, claims, credits, causes of action or rights of set-off against
third parties, including unliquidated rights under manufacturers’ and vendors’ warranties;



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     (ix) all Intellectual Property Rights;




     (x) all licenses, permits and governmental authorizations; and




     (xi) all books, records, files and papers, whether in hard copy or computer or other
electronic format, including information, sales and promotional literature, manuals and
data, sales and purchase correspondence, lists of present and former suppliers, lists of
present and former customers, personnel and employment records.



     “Business” means, as the context requires, the Shanda Business or the SDG Business.



     “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks
in Shanghai, Hong Kong or the Cayman Islands are authorized or required by Applicable Law to close.



     “Claim” has the meaning set forth in Section 7.03(a).



     “Confidential Information” has the meaning set forth in Section 5.05.



     “Consents” has the meaning set forth in Section 2.03(a).



     “Cooperation
Agreement” means the Cooperation Agreement
(SDO) in the form attached as
Exhibit A, to be entered into by and among Shanghai Shanda, Nanjing Shanda, Shanghai
Shulong Technology, Shanghai Shulong and Nanjing Shulong on the Separation Date.



     “Deferred Revenues” means deferred revenues (including pre-paid cards in the distributors’
inventory and unconsumed game points in game users’ accounts) generated up to and immediately prior
to the Separation Date from the sale of pre-paid cards by the Shanda Networking Entities prior to
the Separation Date which as of the Separation Date have not been recognized as “revenues” by
Shanda in accordance with the generally applied accounting principals in the United States of
America.



     “Deferred Revenues Transfer Agreements” has the meaning set forth in Section 2.01(c)(ii).



     “Disposing Party” has the meaning set forth in Section 5.04.



     “Employees Transferred to SDG” has the meaning set forth in Section 3.03(a).



     “Employees Transferred to Shanda” has the meaning set forth in Section 3.03(b).



     “Games Assets” has the meaning set forth in Section 2.01(c).



3









 





     “Games Liabilities” has the meaning set forth in Section 2.01(f).



     “Governmental Approvals” has the meaning set forth in Section 2.03(a).



     “Governmental Authority” means any multinational, foreign, national, federal, state, local or
other governmental, statutory or administrative authority, regulatory body or commission or any
court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either
party (or their Affiliates).



     “Group” means, as the context requires, the SDG Group or the Shanda Group.



     “Hangzhou Bianfeng” means Hangzhou Bianfeng Networking Co., Ltd. ().



     “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of
China.



     “IDC Service Agreements” has the meaning set forth in Section 2.01(c)(i).



     “Indemnified Party” has the meaning set forth in Section 7.03(a).



     “Indemnifying Party” has the meaning set forth in Section 7.03(a).



     “Intellectual Property License Agreement” means the Intellectual Property License Agreement in
the form attached as Exhibit B, to be entered into by and between Shanda Computer and
Shengqu on the Separation Date.



     “Intellectual Property Right” means any trademark, service mark, trade name, mask work,
invention, patent, trade secret, copyright, know-how (including any registrations or applications
for registration of any of the foregoing) or any other similar type of proprietary intellectual
property right.



     “Intergroup Agreements” means the Cooperation Agreement, the Intellectual Property License
Agreement, the Lease Agreements, the Sales Agency Agreement, the Non-Competition Agreement and the
Management Consulting Agreement.



     “Lease Agreements” has the meaning set forth in Section 3.04(b).



     “Liabilities” means any and all claims, debts, liabilities and obligations, absolute or
contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or
unknown, whenever arising, including all costs and expenses relating thereto, and including those
debts, liabilities and obligations
arising under this Agreement, any Applicable Law, or any award of any arbitrator of any kind,
and those arising under any agreement, commitment or undertaking.



4









 





     “Losses” means, with respect to any Person, any and all damages, losses, liabilities and
expenses incurred or suffered by such Person (including reasonable expenses of investigation and
reasonable attorneys’ fees and expenses in connection with any and all Actions or threatened
Actions).



     “Management Consulting Agreement” means the Management Consulting Agreement in the form
attached as Exhibit C, to be entered into by and between Shengguan Business Consulting
(Shanghai) Co., Ltd. () and Shengqu on the Separation Date.



     “Nanjing Shanda” means Nanjing Shanda Networking Co., Ltd ().



     “Nanjing Shulong” means Nanjing Shulong Computer Technology Co., Ltd.
().



     “Non-Competition Agreement” means the Non-Competition Agreement in the form attached as
Exhibit D, to be entered into by and between Shanda and SDG as of the Separation Date.



     “Non-Games Assets” has the meaning set forth in Section 2.01(d).



     “Non-Games Liabilities” has the meaning set forth in Section 2.01(g).



     “Person” means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a governmental or political
subdivision or an agency or instrumentality thereof.



     “Privileges” has the meaning set forth in Section 5.06(a).



     “Privileged Information” has the meaning set forth in Section 5.06(a).



     “Real Properties” has the meaning set forth in Section 2.01(e).



     “Real Property Interests” has the meaning set forth in Section 2.01(e).



     “Real Property Services Agreement” has the meaning set forth in Section 3.04(a).



     “Real Property Transfer” has the meaning set forth in Section 2.01(e).



     “Receiving Party” has the meaning set forth in Section 5.04.



     “Representatives” has the meaning set forth in Section 5.05.



     “Sales Agency Agreement” means the Sales Agency Agreement () in the form attached
as Exhibit E, to be entered into by and among



5









 







Shengfutong, Shanghai Shulong Technology,
Shanghai Shulong and Nanjing Shulong on the Separation Date.



     “SDG” has the meaning set forth in the preamble.



     “SDG Assumed Actions” has the meaning set forth in Section 5.02(a).



     “SDG Business” means the business conducted by each member of the SDG Group from time to time,
whether before, on or after the Separation.



     “SDG Contract Party” has the meaning set forth in Section 3.06(a).



     “SDG Group” means SDG and its Subsidiaries. Schedule 1.01 sets forth the name,
jurisdiction and ownership of each member of the SDG Group immediately after the consummation of
the transactions contemplated by Sections 2.01(a) and 2.01(b).



     “SDG (HK)” means Shanda Games Holdings (HK) Limited, a company organized and validly existing
under the laws of Hong Kong.



     “SDG (HK) Instrument of Transfer” has the meaning set forth in Section 2.01(a).



     “SDG (HK) Shares” has the meaning set forth in Section 2.01(a).



     “SDG Indemnitees” has the meaning set forth in Section 7.02.



     “Separation” has the meaning set forth in the recitals to this Agreement.



     “Separation Date” means July 1, 2008 at 0:00 a.m., Shanghai time, or such other date and time
as may be fixed by the Board of Directors of Shanda.



     “Separation Documents” means this Agreement, the Ancillary Agreements and the Intergroup
Agreements.



     “Shanda” has the meaning set forth in the preamble.



     “Shanda Assumed Actions” has the meaning set forth in Section 5.02(a).



     “Shanda Business” means the business conducted by each member of the Shanda Group for time to
time, whether before, on or after the Separation (which, for the avoidance of doubt, excludes the
SDG Business).



     “Shanda Computer” means Shanda Computer (Shanghai) Co., Ltd. ().



     “Shanda Group” means Shanda and its Subsidiaries (other than all members of the SDG Group).



6









 





     “Shanda Indemnitees” has the meaning set forth in Section 7.01.



     “Shanda Networking Entities” means Shanghai Shanda, Nanjing Shanda and Hangzhou Bianfeng.



     “Shanda Networking VIE Agreements” has the meaning set forth in Section 2.01(d).



     “Shanghai” means Shanghai, the People’s Republic of China.



     “Shanghai Shanda” means Shanghai Shanda Networking Co., Ltd. ().



     “Shanghai Shulong” means Shanghai Shulong Computer Technology Co., Ltd.
().



     “Shanghai Shulong Technology” means Shanghai Shulong Technology Co., Ltd.
().



     “Shared Contract” has the meaning set forth in Section 3.06(a).



     “Shengfutong” means Shanghai Shengfutong Electronic Commerce Co., Ltd.
().



     “Shengqu” means Shengqu Information Technology (Shanghai) Co., Ltd.
().



     “Shengqu Game License Agreement” has the meaning set forth in Section 3.02(b).



     “Shulong Entities” means Shanghai Shulong Technology, Shanghai Shulong and Nanjing Shulong.



     “Shulong VIE Agreements” has the meaning set forth in Section 2.01(b).



     “Subsidiary” means, with respect to any Person, any other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions
are at the time directly or indirectly owned by such Person, or any variable interest entity
that such Person directly or indirectly controls through contractual arrangements.



     “Third-Party Claim” has the meaning set forth in Section 7.03(b).



     “Third Party” means a Person that is not an Affiliate of any member of the SDG Group or the
Shanda Group.






7









 





     “Third Party Game License Agreement” has the meaning set forth in Section 3.02(a).



     Section 1.02. Interpretation. (a) In this Agreement, unless the context clearly indicates
otherwise:




     (i) words used in the singular include the plural and words used in the plural
include the singular;




     (ii) references to any Person include such Person’s successors and assigns but, if
applicable, only if such successors and assigns are permitted by this Agreement;




     (iii) reference to any gender includes the other gender;




     (iv) the words “include,” “includes” and “including” shall be deemed to be followed
by the words “without limitation”;




     (v) reference to any Article, Section, Exhibit or Schedule means such Article or
Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and
references in any Section or definition to any clause means such clause of such Section or
definition;




     (vi) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import
shall be deemed references to this Agreement as a whole and not to any particular Section
or other provision hereof;




     (vii) reference to any agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented and modified from time to time to
the extent permitted by the provisions thereof and by this Agreement;




     (viii) reference to any law (including statutes and ordinances) means such law
(including all rules and regulations promulgated thereunder) as amended, modified,
codified or reenacted, in whole or in part, and in effect at the time of determining
compliance or applicability;




     (ix) relative to the determination of any period of time, “from” means “from and
including,” “to” means “to but excluding” and “through” means “through and including”;




     (x) the titles to Articles and headings of Sections contained in this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of or
to affect the meaning or interpretation of this Agreement; and




     (xi) unless otherwise specified in this Agreement, all references to dollar amounts
herein shall be in respect of lawful currency of the United States.



8









 





ARTICLE 2

The Separation




     Section 2.01. The Separation. Upon the terms and subject to the conditions set forth herein,
each of Shanda and SDG hereby agrees to consummate the following transactions, effective as of the
Separation Date, in the order set forth below (except for transactions expressly contemplated by
this Agreement to take place at another time):



     (a) Shanda shall contribute to SDG all of the issued and outstanding share capital of SDG (HK)
(the “SDG (HK) Shares”) pursuant to an instrument of transfer substantially in the form attached as
Annex I (the “SDG (HK) Instrument of Transfer”);



     (b) SDG shall cause Shengqu to enter into each of the agreements listed on Schedule
2.01(b) with each of the Shulong Entities and each of the shareholders of Shanghai Shulong
Technology, each effective as of the Separation Date (the “Shulong VIE Agreements”);



     (c) Shanda shall, and shall cause its Subsidiaries to, contribute, convey, transfer, assign
and deliver to the SDG Group, and SDG shall receive and accept on behalf of itself and other
members of the SDG Group, all of Shanda’s and its Subsidiaries’ right, title and interest in, to
and under the following Assets (together with the SDG (HK) Shares and the interests acquired by SDG
pursuant to Section 2.01(a) and Section 2.01(b), the “Games Assets”):




     (i) all rights under the IDC service agreements listed on Schedule 2.01(c)(i)
(the “IDC Service Agreements”), each of which shall either be assigned by one of the
Shanda Networking Entities to one of the Shulong Entities or be terminated by the Shanda
Networking Entities who will, together with other members of the Shanda Group, use
reasonable efforts to cause the Third Parties who are party to the IDC Service Agreements
to enter into new IDC service agreements similar to the
terminated IDC Service Agreements with the Shulong Entities, in each case effective
as of the Separation Date;




     (ii) all Deferred Revenues, which shall be transferred to Shengfutong or the Shulong
Entities pursuant to and in accordance with Deferred Revenues Transfer Agreements
substantially in the forms attached as Annex II hereto, effective as of the
Separation Date (the “Deferred Revenues Transfer Agreements”);




     (iii) all Intellectual Property Rights listed on Schedule 2.01(c)(iii), which
either (A) shall have been transferred to members of the SDG Group prior to the Separation
Date or (B) shall be transferred to members of the SDG Group effective as of the
Separation Date; and



9









 






     (iv) all personal tangible properties (including servers, computers and related
equipments) and interests therein, listed on Schedule 2.01(c)(iv), which shall be
transferred to members of the SDG Group, in each case effective as of the Separation Date;


provided, that “Games Assets” shall not include any Non-Games Assets or any other Assets expressly
contemplated by this Agreement to be retained by the Shanda Group following the Separation.




     (d) SDG shall cause Shengqu to assign each of the agreements listed on Schedule
2.01(d) with the Shanda Networking Entities (the “Shanda Networking VIE Agreements”) to Shanda
Computer, a member of the Shanda Group, in each case effective as of the Separation Date;



     (e) SDG shall, and shall cause its Subsidiaries to, convey, transfer, assign and deliver to
the Shanda Group, and Shanda shall receive and accept on behalf of itself and other members of the
Shanda Group, all of SDG’s and its Subsidiaries’ right, title and interest in, to and under the
following Assets (“Non-Games Assets”):




     (i) all rights (the “Real Property Interests”) in the real properties listed on
Schedule 2.01(e)(i) and the plants, buildings and structures thereon
(collectively, the “Real Properties”), which shall be transferred from the SDG Group to
the Shanda Group in the manner set forth in the Plan for Transfer of Real Property
Interests set forth in Schedule 2.01(e)(i) (the “Real Property Transfer”);




     (ii) all Intellectual Property Rights listed on Schedule 2.01(e)(ii), which
either (A) shall have been transferred to members of the Shanda Group prior to the
Separation Date or (B) shall be transferred to members of the Shanda Group effective as of
the Separate Date;




     (iii) all personal tangible properties (including servers, computers and related
equipments) and interests therein, listed on
Schedule 2.01(e)(iii), which shall be transferred to members of the Shanda
Group, in each case effective as of the Separation Date



     (f) SDG shall, and shall cause the other members of the SDG Group to, assume and agree to
faithfully perform, fulfill and otherwise discharge the following Liabilities (“Games
Liabilities”):




     (i) any and all Liabilities that are expressly contemplated by this Agreement
(including Sections 2.05, 3.06 and 5.02) as Liabilities to be assumed by any member of the
SDG Group; and




     (ii) any and all Liabilities (whether arising before, on or after the Separation Date
and whether based on facts, events, actions or failures to act occurring before, on or
after the Separation Date), including any



10









 







Liabilities relating to, or arising from or in
connection with any act or failure to act by any director, officer, employee, agent or
representative (whether or not such act or failure to act is or was within such Person’s
authority), relating to, arising from or in connection with:




     (A) the ownership or use of any Games Assets; or




     (B) the operation or conduct of the SDG Business or the ownership or use of
any Assets (except for the Non-Games Assets) by any member of the SDG Group in
connection therewith, including any Liabilities arising pursuant to any Shengqu
Game License Agreement or Third Party Game License Agreement;


provided, that “Games Liabilities” shall not include any Liabilities that are expressly
contemplated by this Agreement as Liabilities to be retained or assumed by any member of the Shanda
Group. SDG hereby irrevocably waives, releases and discharges, and shall cause each other member
of the SDG Group to irrevocably waive, release and discharge, effective as of the Separation Date,
Shanda and each other member of the Shanda Group from any and all Games Liabilities.




     (g) Shanda shall, and shall cause the other members of the Shanda Group to, assume and agree
to faithfully perform, fulfill and otherwise discharge the following Liabilities (“Non-Games
Liabilities”):




     (i) any and all Liabilities that are expressly contemplated by this Agreement as
Liabilities to be assumed by any member of the Shanda Group; and




     (ii) any and all Liabilities (whether arising before, on or after the Separation Date
and whether based on facts, events, actions or failures to act occurring before, on or
after the Separation Date), including any Liabilities relating to, or arising from or in
connection with any act or
failure to act by any director, officer, employee, agent or representative (whether
or not such act or failure to act is or was within such Person’s authority), relating to,
arising from or in connection with:




     (A) the ownership or use of any Non-Games Assets; or




     (B) the operation or conduct of the Shanda Business or the ownership or use
of any assets by any member of the Shanda Group in connection therewith;



     provided, that “Non-Games Liabilities” shall not include any Liabilities that are expressly
contemplated by this Agreement as Liabilities to be retained or assumed by any member of the SDG
Group. Shanda hereby irrevocably waives, releases and discharges, and shall cause each other
member of the Shanda Group



11









 







to irrevocably waive, release and discharge, effective as of the
Separation Date, SDG and each other member of the SDG Group from any and all Non-Games Liabilities.



     Section 2.02. Deferred Transactions. Except as otherwise provided in this Agreement, the
transactions contemplated by Section 2.01 shall be effective as of the Separation Date. If and to
the extent any such transaction that is intended to be consummated as of the Separation Date is not
consummated as of the Separation Date, whether as a result of the failure to obtain any
Governmental Approval or Consent in a timely fashion or otherwise, the parties shall cooperate in a
mutually agreeable arrangement, including sub-contracting, sub-licensing or sub-leasing
arrangement, such that the applicable party would obtain such benefits and assume such obligations
as intended hereunder. Without limiting the foregoing, the party retaining any Asset that is
intended to be transferred as of the Separation Date but not transferred as of the Separation Date
shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the
intended transferee of such Asset hereunder (at the expense of such intended transferee) and shall
take such other actions as may be reasonably requested by the intended transferee of such Asset (at
the expense of such intended transferee) in order to place such intended transferee, insofar as
reasonably possible, in the same position as if such Asset had been transferred as contemplated
hereunder. The obligations set forth in the two preceding sentences shall continue until such date
when all transactions contemplated by Section 2.01 shall have been consummated and become
effective.



     Section 2.03. Governmental Approvals and Third Party Consents. (a) The parties shall
cooperate with each other in determining whether any action by or in respect of, or filing with,
any Governmental Authority (“Governmental Approvals”), or any actions, consents, approvals or
waivers from any Third Party (“Consents”), are required in connection with the transactions
contemplated hereunder, including to effect the transactions contemplated by Section 2.01, and
shall cooperate with each other and use reasonable efforts to obtain any such required Governmental
Approvals and Consents.



     (b) If and to the extent the consummation of any transaction contemplated hereunder requires
any Governmental Approval or Consent that is not obtained, then the consummation of such
transaction shall be automatically deferred until such time as all required Governmental Approvals
and Consents for the consummation of such transaction are obtained, and unless Shanda otherwise
determines, shall be consummated as promptly as practicable after all such required Governmental
Approvals and Consents are obtained.



     (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not
constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder
or resulting therefrom or to assume any Liability if such assignment or assumption, without the
consent of a Third Party thereto, would constitute a breach or other contravention of such Asset or



12









 







Liability or in any way adversely affect the rights of any member of the Shanda Group or the SDG
Group thereunder.



     Section 2.04. Documents Relating to Transfer of Assets and Assumption of Liabilities. In
furtherance of the transactions contemplated by this Agreement, each of Shanda and SDG agrees to
execute and deliver, and cause to be executed and delivered, such contribution agreements, deeds,
bills of sale, stock powers, certificates of title, endorsements, assignments of contracts and
other good and sufficient instruments of conveyance, transfer and assignment (including the
agreements attached hereto as Annexes) (the “Ancillary Agreements”) as necessary to evidence (i)
the valid and effective contribution, conveyance, transfer, assignment and delivery of the Games
Assets to the SDG Group, (ii) the valid and effective contribution, conveyance, transfer,
assignment and delivery of the Non-Games Assets to the Shanda Group, (iii) the valid and effective
assumption of the Games Liabilities by SDG and (iv) the valid and effective assumption of the
Non-Games Liabilities by Shanda, in each case as contemplated hereunder.



     Section 2.05. Novation of Assumed Liabilities. (a) At the request of Shanda, SDG shall use
its reasonable efforts to obtain, and to cause to be obtained, any consent, substitution, approval
or amendment required to novate or assign all Liabilities that constitute Games Liabilities, or to
obtain in writing the unconditional release of all parties to such arrangements other than any
member of the SDG Group, so that, in any such case, members of the SDG Group will be solely
responsible for such Liabilities; provided that if such consent, substitution, approval or
amendment is not obtained as of the Separation Date, SDG shall indemnify and hold harmless members
of the Shanda Group from any and against all Losses arising from or relating to such Liabilities in
accordance with the provisions of Section 7.01.



     (b) At the request of SDG, Shanda shall use its reasonable efforts to obtain, and to cause to
be obtained, any consent, substitution, approval or amendment required to novate or assign all
Liabilities that constitute Non-Games Liabilities, or to obtain in writing the unconditional
release of all parties to such
arrangements other than any member of the Shanda Group, so that, in any such case, members of
the Shanda Group will be solely responsible for such Liabilities; provided that if such consent,
substitution, approval or amendment is not obtained as of the Separation Date, Shanda shall
indemnify and hold harmless members of the SDG Group from any and against all Losses arising from
or relating to such Liabilities in accordance with the provisions of Section 7.02.



     Section 2.06. Remedial Actions. If after the Separation Date, the parties discover that,
contrary to the agreements between the parties, any Assets or Liabilities were by mistake or
omission, transferred or assigned to or assumed by (or not transferred or assigned to or not
assumed by) the Shanda Group or the SDG Group, as the case may be, which should have been
transferred or assigned to or assumed by the SDG or the Shanda Group, as the case may be, the
parties



13









 







shall cooperate in good faith to take any and all actions necessary to effect the transfer
or assignment, or re-transfer or re-assignment, of such Assets or the assumption or re-assumption
of such Liabilities by the appropriate party and shall not use the remedial actions contemplated
herein to alter the original intent of the parties hereto with respect to the Separation. Each
party shall reimburse the other or make other financial adjustments (including cash reserves) or
other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred
hereby or any of the Liabilities assumed hereby.



ARTICLE 3

Other Separation Matters




     Section 3.01. Dividend. Immediately following the Separation, Shengqu shall be a direct
wholly-owned Subsidiary of SDG (HK), which shall be a direct wholly-owned Subsidiary of SDG, which
shall be a direct wholly-owned Subsidiary of Shanda. The parties hereby agree that (i) all amounts
which may be legally distributed by Shengqu under Applicable Law for the year ended December 31,
2007 and the six-month period ended June 30, 2008 after the completion of the audit of the
financial statements for the applicable periods and the due payment by Shengqu of the tax for such
applicable periods, shall be distributed and paid to SDG (HK), (ii) all amounts which may be
legally distributed by SDG (HK), including any amounts received pursuant to the foregoing (i) under
Applicable Law for the year ended December 31, 2007 and the six months ended June 30, 2008 shall be
distributed and paid to SDG, and (iii) all amounts which may be legally distributed by SDG,
including any amounts received pursuant to the foregoing (ii) under Applicable Law for the year
ended December 31, 2007 and the six months ended June 30, 2008 shall be distributed and paid to
Shanda, in each case of (i), (ii) and (iii), promptly after such amounts have been calculated in
accordance with the applicable accounting standards applied on a consistent basis. SDG agrees to,
and agrees to cause Shengqu and SDG (HK) to, take any and all actions necessary in furtherance of
the foregoing, including the adoption of the relevant resolutions by the respective board of
directors of Shengqu and SDG (HK) to declare the dividends set forth in clauses (i) and (ii)
above, respectively.



     Section 3.02. Game License Agreements. (a) On or promptly after the Separation Date, the
parties shall use reasonable efforts to obtain the approval of each and all Third Parties party to
the game license agreements listed on Schedule 3.02(a) (each, a “Third Party Game License
Agreement”) to amend such Third Party Game License Agreements to remove each Shanda Networking
Entity except for Shanghai Shanda as sublicensees and to add each Shulong Entity as sublicensees.



     (b) Shanda and SDG shall (i) cause the parties to the game license agreements listed on
Schedule 3.02(b) (each, a “Shengqu Game License Agreement”) to terminate each such
agreement and (ii) cause Shengqu and each



14









 







of the Shulong Entities to enter into game license
agreements for Shengqu to grant license to the Shulong Entities for the games covered by the
Shengqu Game License Agreements, in each case effective as of the Separation Date.



     Section 3.03. Employees. (a) Shanda shall cause each of the individuals listed on
Schedule 3.03(a) (the “Employees Transferred to SDG”) to (i) resign from each member of the
Shanda Group with whom such employee has an employment relationship immediately prior to the
Separation and (ii) enter into an employment agreement with members of the SDG Group, in each case
effective as of the Separation Date.



     (b) Shanda shall (i) cause each of the individuals listed on Schedule 3.03(b) (the
“Employees Transferred to Shanda”) to (i) resign from each member of the SDG Group with whom such
employee has an employment relationship immediately prior to the Separation and (ii) enter into an
employment agreement with members of the Shanda Group, in each case effective as of the Separation
Date.



     (c) Notwithstanding any provision to the contrary set forth herein (including Section 5.02),
(i) the Shanda Group and the SDG Group, respectively, shall be solely liable for any Action brought
by or against any Employee Transferred to SDG and any Employee Transferred to Shanda, respectively,
if and to the extent such Action arises from or is based on facts, events or actions occurring
prior to the Separation Date; and (ii) the SDG Group and the Shanda Group, respectively, shall be
solely liable for any Action brought by or against any Employee Transferred to SDG and any Employee
Transferred to Shanda, respectively, if and to the extent such Action arises from or is based on
facts, events or actions occurring after the Separation Date.



     Section 3.04. Real Properties. (a) During the period from the date hereof until the
consummation of the Real Property Transfer, SDG (i) shall not sell or otherwise transfer, or permit
the sale or other transfer of, any Real Properties or any interests therein without the prior
written consent of Shanda, (ii) shall use its
reasonable efforts to maintain in good operating condition Parcel One and Parcel Two, and the
plants, buildings and structures thereon, and (iii) shall maintain in full force and effect all
existing agreements providing insurance coverage, maintenance and security services and other
services for Parcel One and Parcel Two, and the plants, buildings and structures thereon
(collectively, the “Real Property Service Agreements”), as in effect as of the date hereof.



     (b) After the consummation of the Real Property Transfer, Shanda shall cause the relevant
members of the Shanda Group to enter into one or more lease agreements (the “Lease Agreements”) in
a form mutually agreed by Shanda and SDG, with one or more members of the SDG Group designated in
such written notice, to lease one or more of the Real Properties to such designated members of the
SDG Group.



15









 





     (c) Notwithstanding any provisions to the contrary herein, (i) all costs and premiums payable
by the Real Property Holding Companies under any Real Property Service Agreement during the term of
the applicable Lease Agreement shall be passed on to the SDG Group in the form of increased rent
under such Lease Agreement; and (ii) the rent in any Lease Agreement shall accrue commencing on the
Separation Date.



     Section 3.05. Existing Agreements. Except as otherwise provided in this Agreement, any
Ancillary Agreement or Intergroup Agreement or as mutually agreed by the parties, all contracts,
agreements, instruments, commitments, understandings or other arrangements, whether or not in
writing between (or relating to) any member(s) of the SDG Group, on the one hand, and any member(s)
of the Shanda Group, on the other hand, in existence immediately prior to the Separation Date shall
remain effective in accordance with their terms.



     Section 3.06. Shared Contracts. (a) Schedule 3.06 sets forth each agreement existing
as of the date hereof between a member of the SDG Group (the “SDG Contract Party”) and a Third
Party, where such SDG Contract Party contracts with such Third Party for the benefit of Shanda and
all of its Subsidiaries and Affiliates (including members of the Shanda Group) (each, a “Shared
Contract”). Effective as of the Separation Date, SDG agrees, and agrees to cause the other members
of the SDG Group, (i) not to amend, modify, terminate or cancel, nor waive any rights, claims or
benefits to which any Subsidiary of Shanda (including members of the Shanda Group) is entitled
under, nor take any action that would constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation of any Subsidiary of Shanda
(including members of the Shanda Group) or to a loss of any benefit to which any Subsidiary of
Shanda (including members of the Shanda Group) is entitled under, a Shared Contract, without first
obtaining the prior written consent of Shanda, (ii) to cooperate in any reasonable arrangement
requested by Shanda under which the SDG Contract Party would enforce a Shared Contract for the
benefit of any Subsidiary of Shanda (including members of the Shanda Group), (iii) to take such
actions as may be reasonably requested by
Shanda to enable members of the Shanda Group to receive substantially the same rights and
benefits under a Shared Contract received by members of the SDG Group.



     (b) Shanda hereby agrees to bear, and cause the other applicable members of the Shanda Group
to bear, a portion of the costs incurred by the applicable SDG Contract Party under each Shared
Contract in proportion to the benefits derived by Shanda or such other member of the Shanda Group
under such Shared Contract.



     (c) Shanda hereby agrees to reimburse each SDG Contract Party for any and all Liabilities
incurred by such SDG Contract Party upon taking any actions under the applicable Shared Contract
upon the request of Shanda given pursuant to clause (ii) or (iii) of Section 3.06(a).



16









 





     Section 3.07. Intellectual Property License. Shanda and SDG shall enter into the
Intellectual Property License Agreement effective as of the Separation Date and shall perform, and
cause the other members of the Shanda Group and the SDG Group, respectively, to perform their
respective obligations under the Intellectual Property License Agreement.



     Section 3.08. Further Assurances. In addition to the actions specifically provided for
elsewhere in this Agreement, the parties shall use their respective reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary,
proper or advisable under Applicable Laws, regulations and agreements or otherwise to consummate
and make effective the transactions contemplated by this Agreement.



ARTICLE 4

No Representations or Warranties




     Section 4.01. No Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN
ANY OTHER SEPARATION DOCUMENT, NO MEMBER OF EITHER GROUP MAKES ANY REPRESENTATION OR WARRANTY OF
ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANY MEMBER OF THE OTHER GROUP OR ANY OTHER PERSON WITH
RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER ANY OTHER SEPARATION DOCUMENT,
OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER
INVOLVING, EITHER BUSINESS, OR THE SUFFICIENCY OF ANY ASSETS TRANSFERRED TO THE APPLICABLE GROUP,
OR THE TITLE TO ANY SUCH ASSETS, OR THAT ANY REQUIREMENTS OF APPLICABLE LAW ARE COMPLIED WITH
RESPECT TO THE CONTRIBUTION OR ANY ASPECT OF OR ANY TRANSACTION EFFECTED IN CONNECTION WITH THE
SEPARATION. EACH MEMBER
OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS, ASSETS AND LIABILITIES TRANSFERRED TO OR ASSUMED
BY IT PURSUANT TO THIS AGREEMENT OR ANY SEPARATION DOCUMENT ON AN “AS IS, WHERE IS” BASIS, AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY
EXPRESSLY DISCLAIMED.



ARTICLE 5

Access to Information




     Section 5.01. Access to Information. (a) From and after the Separation Date, Shanda and SDG
shall, and shall cause each other member of the Shanda Group and SDG Group, respectively, to,
afford promptly the other Group and its agents and, to the extent required by Applicable Law,
authorized representatives



17









 







of any Governmental Authority of competent jurisdiction, reasonable
access during normal business hours to its books of account, financial and other records (including
accountant’s work papers, to the extent consents have been obtained), information, employees and
auditors to the extent necessary or useful for such other Group in connection with any audit,
investigation, dispute or litigation, complying with their obligations under this Agreement or any
Separation Document, any regulatory proceeding, any regulatory filings, complying with reporting
disclosure requirements or any other requirements imposed by any Governmental Authority or any
other reasonable business purpose of the Group requesting such access; provided that any such
access shall not unreasonably interfere with the conduct of the business of the Group providing
such access; provided further that in the event any party reasonably determines that affording any
such access to the other party would be commercially detrimental in any material respect or violate
any Applicable Law or agreement to which such party or member of its Group is a party, or waive any
attorney-client privilege applicable to such party or any member of its Group, the parties shall
use reasonable efforts to permit the compliance with such request in a manner that avoids any such
harm or consequence.



     (b) Without limiting the generality of the foregoing, each party shall use reasonable efforts
to cooperate with the other party’s reasonable information requests to enable the other party to
meet its timetable for dissemination of its earnings releases, financial statements and enable such
other party’s auditors to timely complete their audit of the annual financial statements and review
of the quarterly financial statements.



     Section 5.02. Litigation Cooperation. (a) (i) As of the Separation, the applicable member of
the SDG Group shall assume and thereafter be responsible for all Liabilities that may result from
the SDG Assumed Actions and all fees and costs relating to the defense of the SDG Assumed Actions,
including attorneys’ fees and costs incurred after the Separation. “SDG Assumed Actions” means
those Actions primarily relating to the SDG Business (except for Actions
primarily relating to the operation of the Non-Games Assets) in which any member of the Shanda
Group or any Affiliate of a member of the Shanda Group, other than any member of the SDG Group, is
a defendant or the party against whom the claim or investigation is directed. (ii) As of the
Separation, the applicable member of the Shanda Group shall assume and thereafter be responsible
for all Liabilities that may result from the Shanda Assumed Actions and all fees and costs relating
to the defense of the Shanda Assumed Actions, including attorneys’ fees and costs incurred after
the Separation. “Shanda Assumed Actions” means those Actions primarily related to the Shanda
Business (except for Actions primarily relating to the operation of the Games Assets) in which any
member of the SDG Group or any Affiliate of a member of the SDG Group, other than any member of the
Shanda Group, is a defendant or the party against whom the claim or investigation is directed.



18









 





     (b) Each party agrees that at all times from and after the Separation if an Action relating
primarily to its Business is commenced by a Third Party naming a member of either Group as
defendants thereto, then such action shall be deemed to be a SDG Assumed Action (in the case of an
Action primarily related to the SDG Business so long as such Action is not primarily related to the
Non-Games Assets) or a Shanda Assumed Action (in the case of an Action primarily related to the
Shanda Business so long as such Action is not primarily related to the Games Assets) and the party
as to which the Action primarily relates shall use its reasonable efforts to cause the other party
or member of its Group to be removed from such Action.



     (c) The parties agree that at all times from and after the Separation if an Action which does
not relate primarily to either party’s Business is commenced by a Third Party naming a member of
each Group as defendants thereto, then the parties shall cooperate and consult to the extent
necessary or advisable with respect to such Action.



     (d) Each Group shall use reasonable efforts to make available to the other Group and its
accountants, counsel, and other designated representatives, upon written request, its directors,
officers, employees and representatives as witnesses, and shall otherwise cooperate with the other
Group, to the extent reasonably required in connection with any Action arising out of either
Group’s Business prior to the Separation in which the requesting party may from time to time be
involved.



     Section 5.03. Reimbursement; Ownership of Information. (a) Each Group providing information
or witnesses to the other Group, or otherwise incurring any expense in connection with cooperating,
under Section 5.01 or Section 5.02 shall be entitled to receive from the recipient thereof, upon
the presentation of invoices therefor, payment for all out-of-pocket costs and expenses (including
attorney’s fees but excluding reimbursement for general overhead, salary and employee benefits)
actually incurred in providing such access, information, witnesses or cooperation.



     (b) All information owned by one party that is provided to the other party under Section 5.01
or Section 5.02 shall be deemed to remain the property of the providing party. Unless specifically
set forth herein, nothing contained in this Agreement shall be construed to grant or confer rights
of license or otherwise in any such information.



     Section 5.04. Retention of Records. Except as otherwise required by Applicable Law or agreed
to in writing, each party shall, and shall cause the members of its Group to, retain, in accordance
with the practice of such party applicable to the retention of its own information as in effect
from time to time, any and all information in its possession or control relating to the other
Group’s Business. Neither party shall destroy or otherwise dispose of any such information,
subject to such retention practice, unless, prior to such destruction or



19









 







disposal, the party
proposing such destruction or
disposal (the “Disposing Party”) provides not less than 30 days’
prior written notice to the other party (the “Receiving Party”), specifying the information
proposed to be destroyed or disposed of and the scheduled date for such destruction or disposal.
If the Receiving Party shall request in writing prior to the scheduled date for such destruction or
disposal that any of the information proposed to be destroyed or disposed of be delivered to the
Receiving Party, the Disposing Party shall promptly arrange for the delivery of such of the
information as was requested at the expense of the Receiving Party; provided that in the event that
the Disposing Party reasonably determines that any such provision of information would violate any
Applicable Law or agreement to which such party or member of its Group is a party, or waive any
attorney-client privilege applicable to such party or any member of its Group, the parties shall
use reasonable efforts to permit the compliance with such request in a manner that avoids any such
harm or consequence. Any records or documents that were subject to a litigation hold prior to the
Separation Date must be retained by the applicable party until such party is notified by the other
party that the litigation hold is no longer in effect.



     Section 5.05. Confidentiality. Each party acknowledges that it may have in its possession,
and, in connection with this Agreement and the Ancillary Agreements, may receive, confidential
information of the other party or any member of its Group (including information in the possession
of such other party relating to its clients or customers) (“Confidential Information”). Each party
shall hold and shall cause its directors, officers, employees, agents, consultants and advisors
(“Representatives”) to hold in strict confidence and not to use except as permitted by this
Agreement or any Ancillary Agreement all such Confidential Information concerning the other party
unless (i) such party or any of its Representatives is compelled to disclose such Confidential
Information by judicial or administrative process or by other requirements of Applicable Law or
(ii) such Confidential Information can be shown to have been (A) in the public domain through no
fault of such party or any of its Representatives, (B) lawfully acquired after the Separation Date
on a non-confidential basis from other sources not known by such party to be under any legal
obligation to keep such information confidential or (C) developed by such party or any of its
Representatives without the use of any Confidential Information of the other party.
Notwithstanding the foregoing, such party may disclose such Confidential Information to its
Representatives so long as such Persons are informed by such party of the confidential nature of
such Confidential Information and are directed by such party to treat such information
confidentially. The obligation of each party and its Representatives to hold any such Confidential
Information in confidence shall be satisfied if they exercise the same level of care with respect
to such Confidential Information as they would with respect to their own proprietary information.
If such party or any of its Representatives becomes legally compelled to disclose any documents or
information subject to this Section 5.05, such party will promptly notify the other party and, upon
request, use reasonable efforts to cooperate with the other party’s efforts to seek a protective
order or other remedy. If no such protective order or other remedy is obtained or if the



20









 







other
party waives in writing such party’s compliance with this Section 5.05, such party may furnish only
that portion of the information which it concludes, after consultation with counsel, is legally
required to be disclosed and will exercise its reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded such information. Each party agrees to be responsible for
any breach of this Section 5.05 by it and its Representatives.



     Section 5.06. Privileged Information. (a) The parties acknowledge that members of the Shanda
Group, on the one hand, and members of the SDG Group, on the other hand, may possess documents or
other information regarding the other Group that is or may be subject to the attorney-client
privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and
such documents and other information collectively, the “Privileged Information”). Each party
agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates
to protect and maintain, any applicable claim to Privilege in order to prevent any of the other
party’s Privileged Information from being disclosed or used in a manner inconsistent with such
Privilege without the other party’s consent. Without limiting the generality of the foregoing, the
parties and their respective Affiliates shall not, without the other party’s prior written consent,
(i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail
to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any
other actions necessary to preserve any Privilege with respect to any such Privileged Information.



     (b) Upon receipt by either party of any subpoena, discovery or other request that calls for
the production or disclosure of Privileged Information of the other party, such party shall
promptly notify the other party of the existence of the request and shall provide the other party a
reasonable opportunity to review the information and to assert any rights it may have under this
Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information.
Each party agrees that it will not produce or disclose any information that may be covered by a
Privilege of the party under this Section 5.06 unless (i) the other party has provided its written
consent to such production or disclosure (which
consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has
entered a final, nonappealable order finding that the information is not entitled to protection
under any applicable Privilege.



ARTICLE 6

Other Agreements




     Section 6.01. Ancillary Agreements. On the Separation Date, Shanda and SDG shall, and shall
cause the other applicable members of their respective Group to, execute and deliver each Ancillary
Agreement (except for Ancillary Agreements that are to be executed on a later date as provided
herein).



21









 





     Section 6.02. Intergroup Agreements. On the Separation Date, Shanda and SDG shall, and shall
cause the other applicable members of their respective Group to, execute and deliver each
Intergroup Agreement (except for Intergroup Agreements that are to be executed on a later date as
provided herein).



     Section 6.03. Rights and Liabilities under this Agreement, Ancillary Agreements and
Intergroup Agreements. Notwithstanding anything to the contrary herein, each of Shanda and SDG
shall retain any and all rights of any other member of its Group arising under this Agreement, any
Ancillary Agreement, any Intergroup Agreement or the transactions contemplated hereby or thereby
and shall assume any and all Liabilities of any other member of its Group (including
indemnification obligations) under this Agreement, any Ancillary Agreement or any Intergroup
Agreement.



ARTICLE 7

Indemnification




     Section 7.01. SDG Indemnification of Shanda Group. Effective at and after the Separation,
SDG shall indemnify, defend and hold harmless the Shanda Group and the respective directors,
officers, employees and Affiliates of each member of the Shanda Group (the “Shanda Indemnitees”)
from and against any and all Losses incurred or suffered by any of the Shanda Indemnitees arising
out of or in connection with:



     (a) any Games Liabilities, or the failure of any member of the SDG Group to pay, perform or
otherwise discharge any Games Liabilities; and



     (b) any breach by SDG or any other member of the SDG Group of this Agreement or any other
Separation Document.


For the avoidance of doubt, the indemnification obligations set forth in this Section 7.01 shall be
in addition to any other indemnification obligations of SDG
or any other member of the SDG Group contained in this Agreement or any other Separation Document.




     Section 7.02. Shanda Indemnification of SDG Group. Effective at and after the Separation,
Shanda shall indemnify, defend and hold harmless the SDG Group and the respective directors,
officers, employees and Affiliates of each member of the SDG Group (the “SDG Indemnitees”) from and
against any and all Losses incurred or suffered by any of the SDG Indemnitees and arising out of or
in connection with



     (a) any Non-Games Liabilities, or the failure of any member of the Shanda Group to pay,
perform or otherwise discharge any Non-Games Liabilities; and



22









 





     (b) any breach by Shanda or any other member of the Shanda Group of this Agreement or any
Separation Document.


For the avoidance of doubt, the indemnification obligations set forth in this Section 7.02 shall be
in addition to any other indemnification obligations of Shanda or any other member of the Shanda
Group contained in this Agreement or any other Separation Document.




     Section 7.03. Procedures. (a) The party seeking indemnification under Section 7.01 or
Section 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom
indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement
of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought hereunder
and will provide the Indemnifying Party such information with respect thereto that the Indemnifying
Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder, except to the extent such failure shall have
materially prejudiced the Indemnifying Party.



     (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim
asserted by any Third Party (“Third-Party Claim”) and, subject to the limitations set forth in this
Section 7.03, if it so notifies the Indemnified Party no later than 30 days after receipt of the
notice described in Section 7.03(a), shall be entitled to control and appoint lead counsel for such
defense, in each case at its expense. If the Indemnifying Party does not, the Indemnified Party
shall have the right to defend or contest such Third-Party Claim through counsel chosen by the
Indemnified Party reasonably acceptable to the Indemnifying Party, subject to the provisions of
this Section 7.03(a). The Indemnified Party shall provide the Indemnifying Party and such counsel
with such information regarding such Third-Party Claim as either of them may reasonably request
(which request may be general or specific).



     (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim
in accordance with the provisions of this Section 7.03, (i) the Indemnifying Party shall obtain the
prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before
entering into any settlement of such Third-Party Claim, if the settlement does not release the
Indemnified Party from all liabilities and obligations with respect to such Third-Party Claim or
the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii)
the Indemnified Party shall be entitled to participate in (but not control) the defense of such
Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and
expenses of such separate counsel shall be paid by the Indemnified Party.



     (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the
defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such
records, information and testimony, and



23









 







attend such conferences, discovery proceedings, hearings,
trials or appeals, as may be reasonably requested in connection therewith.



     (e) Each Indemnified Party shall use reasonable efforts to collect any amounts available under
insurance coverage, or from any other Person alleged to be responsible, for any Losses payable
under Section 7.01 or Section 7.02.



     (f) If any Third Party Claim shall be brought against a member of each Group, then such Action
shall be deemed to be a SDG Assumed Action or a Shanda Assumed Action in accordance with Article 5,
and the party as to which the Action primarily relates shall be deemed to be the Indemnifying Party
for the purposes of this Article 7 and be entitled to control and appoint lead counsel for the
defense of such Action.



     Section 7.04. Calculation of Indemnification Amount. Any indemnification amount pursuant to
Section 7.01 or Section 7.02 shall be paid (i) net of any amounts recovered by the Indemnified
Party under applicable insurance policies or from any other Person alleged to be responsible
therefor, and (ii) taking into account any tax benefit actually realized and any tax cost incurred
by the Indemnified Party arising from the incurrence or payment of the relevant Losses. If the
Indemnified Party receives any amounts under applicable insurance policies, or from any other
Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the
Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for
any payment made or expense incurred by such Indemnifying Party in connection with providing such
indemnification payment up to the amount received by the Indemnified Party, net of any expenses
incurred by such Indemnified Party in collecting such amount. The Indemnifying Party shall not be
liable for any Losses under Section 7.01 or Section 7.02 to the extent they are special, indirect,
incidental, consequential or punitive damages or lost profits.



     Section 7.05. Contribution. If for any reason the indemnification provided for in Section
7.01 or Section 7.02 is unavailable to any Indemnified Party, or insufficient to hold it harmless,
then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault
of the Shanda Group, on the one hand, and the SDG Group, on the other hand, in connection with the
conduct, statement or omission that resulted in such Losses.



     Section 7.06. Non-Exclusivity of Remedies. The remedies provided for in this Article 7 are
not exclusive and shall not limit any rights or remedies which may otherwise be available to any
Indemnified Party at law or in equity; provided that the procedures set forth in Sections 7.03 and
7.04 shall be the exclusive procedures governing any indemnity action brought under this Agreement.



24









 





     Section 7.07. Survival of Indemnities. The rights and obligations of any Indemnified Party
or Indemnifying Party under this Article 7 shall survive the sale or other transfer of any party of
any of its assets, business or liabilities.



ARTICLE 8

Miscellaneous




     Section 8.01. Notices. Any notice, instruction, direction or demand under the terms of this
Agreement required to be in writing shall be duly given upon delivery, if delivered by hand,
facsimile transmission, or mail, to the following addresses:



     If to Shanda to:


Shanda Interactive Entertainment Limited

No. 208 Juli Road

Pudong New Area

Shanghai 201203, People’s Republic of China

Attn: Grace Wu

Facsimile: (86) 21 5080-5132



with a copy to:



Davis Polk & Wardwell

18th Floor, Hong Kong Club Building

3A Chater Road

Central, Hong Kong

Attn: James C. Lin, Esq.

Facsimile: (852) 2533-3388




     If to SDG to:






Shanda Games Limited

No. 1 Office Building

No. 690 Bibo Road

Pudong New Area

Shanghai 201203, People’s Republic of China

Attn: Diana Li

Facsimile: (86) 21 5027-0092



or to such other addresses or telecopy numbers as may be specified by like notice to the other
party. All such notices, requests and other communications shall be deemed given, (a) when
delivered in person or by courier or a courier services, (b) if sent by facsimile transmission
(receipt confirmed) on a Business Day prior to 5 p.m. in the place of receipt, on the date of
transmission (or, if sent after 5 p.m., on


25









 






 the following Business Day) or (c) if mailed by
certified mail (return receipt requested), on the date specified on the return receipt.




     Section 8.02. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by Shanda and SDG, or in the case of a waiver, by the party against whom the waiver is
to be effective.



     (b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.



     Section 8.03. Expenses. Except as specifically provided otherwise in this Agreement or any
Ancillary Agreement, all costs and expenses incurred by the Shanda Group in connection with the
Separation and related transactions shall be paid by Shanda, and all costs and expenses incurred by
the SDG Group in connection with the Separation and related transactions shall be paid by SDG.



     Section 8.04. Successors and Assigns. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted
assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights
or obligations under this Agreement without the consent of the other parties hereto. If any party
or any of its successors or permitted assigns (i) shall consolidate with or merge into any other
Person and shall not be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) shall transfer all or substantially all of its properties and assets to any Person,
then, and in each such case, proper provisions shall be made so that the successors and assigns of
such party shall assume all of the obligations of such party under the Separation Documents.



     Section 8.05. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York, without regard to the conflicts of laws rules
thereof.



     Section 8.06. Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument. This Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed by the other party
hereto. Until and unless each party has received a counterpart hereof signed by the other party
hereto, this Agreement shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other communication).
Except for the indemnification and release provisions of Article 7, neither this Agreement nor any
provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities



26









 







hereunder upon any Person other than the parties hereto and their respective successors and
permitted assigns.



     Section 8.07. Entire Agreement. This Agreement and the other Separation Documents constitute
the entire understanding of the parties with respect to the subject matter hereof and thereof and
supersedes all prior agreements, understandings and negotiations, both written and oral, between
the parties with respect to the subject matter hereof and thereof. No representation, inducement,
promise, understanding, condition or warranty not set forth herein or in the other Separation
Documents has been made or relied upon by any party hereto or any member of their Group with
respect to the transactions contemplated by the Separation Documents. To the extent that the
provisions of this Agreement are inconsistent with the provisions of any other Separation Document,
the provisions of this Agreement shall prevail. The Schedules, Annexes and Exhibits attached to
this Agreement shall be considered an integral part of this Agreement.



     Section 8.08. Jurisdiction. Any Action seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions contemplated hereby
shall be brought in the United States District Court for the Southern District of New York or any
other New York State court sitting in New York County, and each of the parties hereby consents to
the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 8.01 shall be deemed effective service of process on
such party.



     Section 8.09. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



     Section 8.10. Termination. Notwithstanding any provisions hereof, the Board of Directors of
Shanda may, in its sole discretion, at any time terminate this Agreement and/or abandon the
Separation, whether or not it has theretofore approved this Agreement and/or the Separation. In
the event this Agreement is terminated pursuant to the preceding sentence, neither party nor any of
its directors or officers shall have any liability or further obligation to the other party.



27









 





     Section 8.11. Severability. If any one or more of the provisions contained in this Agreement
should be declared invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement shall not in any way be
affected or impaired thereby so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party. Upon such a
declaration, the parties shall modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner so that the transactions contemplated hereby
are consummated as originally contemplated to the fullest extent possible.



     Section 8.12. Survival. All covenants and agreements of the parties contained in this
Agreement shall survive the Separation Date indefinitely, unless a specific survival or other
applicable period is expressly set forth herein.



     Section 8.13. Captions. The captions herein are included for convenience of reference only
and shall be ignored in the construction or interpretation hereof.



     Section 8.14. Specific Performance. Each party to this Agreement acknowledges and agrees
that damages for a breach or threatened breach of any of the provisions of this Agreement would be
inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that,
if there is a breach or threatened breach, in addition to any damages, the other non-breaching
party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable
relief in the form of specific performance, temporary restraining order, temporary or permanent
injunction, attachment, or any other equitable remedy which may then be available to obligate the
breaching party (i) to perform its obligations under this Agreement or (ii) if the breaching party
is unable, for whatever reason, to perform those obligations, to take any other actions as are
necessary, advisable or appropriate to give the other party to this Agreement the economic effect
which comes as close as possible to the performance of those obligations (including, but not
limited to, transferring, or granting liens on, the assets of the breaching party to secure the
performance by the breaching party of those obligations).



     Section 8.15. Performance. Each party shall cause to be performed all actions, agreements
and obligations set forth herein to be performed by any member of such party’s Group.



[Remainder of page intentionally left blank]




28









 





     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date first above written.



	 	 	 	 	 
	 	SHANDA INTERACTIVE ENTERTAINMENT LIMITED

 	 
	 	By:  	/s/ Chen Tianqiao 	 
	 	 	Name:  	Chen Tianqiao 	 
	 	 	Title:  	Chairman of the Board of Directors and CEO 	 
	 
	 	SHANDA GAMES LIMITED

 	 
	 	By:  	/s/ Diana Li 	 
	 	 	Name:  	Diana Li 	 
	 	 	Title:  	CEO 	 
	 




 











 





SCHEDULE 1.01




Entities of SDG Group Immediately Post Separation




	 	 	 	 	 
	 	 	 	 	Beneficial
	Name	 	Jurisdiction	 	Ownership
	Shanda Games Limited
	 	Cayman Islands	 	Parent company
	Shanda Games Holdings (HK) Limited
	 	Hong Kong	 	100%
	Shengqu Information Technology
(Shanghai) Co., Ltd.
	 	The PRC	 	100%
	Shanghai Shulong Technology Co., Ltd.
	 	The PRC	 	100%
	Shanghai Shulong Computer Technology
Co., Ltd.
	 	The PRC	 	100%
	Nanjing Shulong Computer Technology
Co., Ltd.
	 	The PRC	 	100%






 









 






SDG Organizational Chart Immediately Post Separation









 









 





SCHEDULE 2.01(b)




List of Shulong VIE Agreements




[List of Shulong VIE agreements]




 









 





SCHEDULE 2.01(c)(i)




List of IDC Service Agreements to be Transferred to SDG Group



The following currently effective agreements shall be assigned by one of the Shanda Networking
Entities to one of the Shulong Entities:



[List of IDC Service Agreements to be assigned to Shulong Entities]



The following currently effective agreements shall be terminated by one of the Shanda Networking
Entities and a new agreement shall be entered into by one of the Shulong Entities and the
counterparties:



[List of IDC Service Agreements to be terminated]



[List of new IDC Service Agreements to be entered into by Shulong Entities]




 









 





SCHEDULE 2.01(c)(iii)




List of IP Rights to be Transferred to SDG Group




[List of doman names, trademarks and copyrights to be transferred to SDG Group]




 









 





SCHEDULE 2.01(c)(iv)




List of Personal Tangible Properties to be Transferred to SDG Group




[List of personal tangible properties to be transferred to SDG Group]




 









 





SCHEDULE 2.01(d)




List of Shanda Networking VIE Agreements




[List of Shanda Networking VIE agreements]




 









 





SCHEDULE 2.01(e)(i)

List of Real Properties to be Transferred to Shanda Group



1. Parcel One — No. 1 Building, 690 Bibo Road, Shanghai, which is currently owned by Shengqu



2. Parcel Two — 208 Juli Road, Shanghai, which is currently owned by Shengqu



3. Parcel Three — Field No. 13-11, which Shengqu has right to purchase under Shanghai Zhang Jiang
High-Tech Park State Owned Land Use Right Transfer Agreement, which was entered into between
Shengqu and Shanghai Zhangjiang (Group) Co., Ltd. as of August 30, 2006 (the “Parcel Three Purchase
Agreement”)




 









 





Plan for Transfer of Real Property Interests




     The Real Property Interests shall be transferred from the SDG Group to the Shanda Group in the
following steps after the Separation Date:



     (a) First, SDG shall cause Shengqu to transfer all of its rights and obligations under the
Parcel Three Purchase Agreement to Shanghai Shengjin Software Development Co., Ltd.
().



     (b) Second, SDG (HK) shall cause two new wholly owned subsidiaries (“Real Property Holding
Companies”) to be promptly incorporated through spin-off of Shengqu for the purpose of holding
Parcel One and Parcel Two, respectively.



     (c) Third, SDG shall cause all of the ownership interests in Parcel One and Parcel Two to be
contributed, conveyed, transferred, assigned and delivered to the Real Property Holding Companies.



     (d) Fourth, SDG shall cause the relevant members of SDG Group to assign all their rights under
the Real Property Service Agreements to the relevant Real Property Holding Companies.



     (e) Fifth, upon receipt of written instructions from Shanda, SDG shall cause all of the issued
and outstanding equity interests in the Real Property Holding Companies to be contributed,
conveyed, transferred, assigned and delivered to one or more designated members of the Shanda Group
for an aggregate consideration equal to the aggregate registered capital contributed by the
relevant members of the SDG Group in connection with the incorporation of the Real Property Holding
Companies.



     If the parties fail to obtain the relevant Governmental Approvals to consummate the transfer
of the Real Property Interests from the SDG Group to the Shanda Group through the five steps set
forth above, SDG shall cause Shengqu to transfer all Real Property Interests directly to one or
more members of the Shanda Group designated by Shanda.



 









 





SCHEDULE 2.01(e)(ii)




List of IP Rights to be Transferred to Shanda Group




See Attached.




 









 





SCHEDULE 2.01(e)(iii)




List of Personal Tangible Properties to be Transferred to Shanda Group




[List of personal tangible properties to be tranferred to Shanda Group]




 









 





SCHEDULE
3.02(a)




List of Third Party Game License Agreements




	 	 	 	 	 	 	 
	Contract Name	 	Game Title	 	Licensor	 	Licensee
	Software licensing agreement

	 	The Lengend of Mir 2( )
	 	Actoz Soft Co., Ltd
	 	Shanghai Shanda Iternet Development Co., Ltd.
	Exclusive ragnarok online software 

license agreement

	 	RO ()
	 	Gravity Co., Ltd
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Software development and license
agreement

	 	Archlord ()
	 	NHN Game Corporation
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	ChangChun ()
	 	Wemade Entertainment Co., Ltd
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Internet game distribution and
servicing agreement

	 	BNB ()
	 	Nexon Corporation
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Software license agreement

	 	Getamped ()
	 	Cyberstep, Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Internet game distribution and service
agreement

	 	Maple Story ()
	 	Nexon Corporation
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Software license agreement

	 	LaTale ()
	 	Actoz Soft Co., Ltd
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	DOA (Online)
	 	Tecom, Ltd
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Content development and distribution
agreement

	 	Disney Magical Board ()
	 	Buena Vista Internet Group
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Aion Game License Agreement

	 	Aion
	 	Ncsoft Corporation
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Atrix Game License Agreement

	 	Atrix
	 	Ncsoft Corporation
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	Dragon Nest
	 	Eyedentity Games Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	TalesRunner ()
	 	Nowcom Co., Ltd.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	Kunio Online ()
	 	WindySoft Co., Ltd.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Co-development and Publishing Agreement

	 	Company of Heroes Online
( Online)
	 	THQ Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game license agreement

	 	FreeJack
	 	Wise On Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Software license agreement

	 	1000years ()
	 	Actoz Soft Co., Ltd.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Software license agreement

	 	Lazeska
	 	Actoz Soft Co., Ltd.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game service licensing agreement

	 	Cosmic Break
	 	Cyberstep, Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.






 









 






	 	 	 	 	 	 	 
	Contract Name	 	Game Title	 	Licensor	 	Licensee
	Online game service licensing agreement

	 	GetAmped2 ()
	 	Cyberstep, Inc.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	Online game co-development and license
agreement

	 	Monster Farm Online
	 	TECMO, Ltd.
	 	Shengqu Information Technology (Shanghai) Co., Ltd.






 









 






SCHEDULE
3.02(b)




List of Shengqu Game License Agreements




[List of Shengqu Game License Agreements]




 









 





SCHEDULE
3.03(a)




List of Employees to be Transferred to SDG Group




[List of employees to be tranferred to SDG Group]




 









 





SCHEDULE
3.03(b)




List of Employees to be Transferred to Shanda Group




[List of employees to be tranferred to Shanda Group]




 









 





SCHEDULE
3.06

List of Shared Contracts




2003-2004

[List of shared contracts]




2005-2006

[List of shared contracts]




2007

[List of shared contracts]




2008

[List of shared contracts]





 











 





ANNEX I




INSTRUMENT OF TRANSFER



WE Shanda Interactive Entertainment Limited
of Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies.
in consideration of 55,000,000 shares of Shanda Games Limited
do hereby transfer to Shanda Games Limited
of (full address) Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
(hereinafter called “the said Transferee”)
the 55,000,000 Shares
Standing in our name in the Register of Shanda Games Holdings (HK) Limited to hold unto the said
Transferee his Executors, Administrators or Assigns, subject to the several conditions upon which
we hold the same at the time of execution hereof. And we the said Transferee do hereby agree to
take the said Shares subject to the same conditions.



Witness our hands the first day of July, 2008




	 	 	 
	Witness to the signature of
	 
	 	 	 






	 	 	 	 	 
	Witness’s signature
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Address
	 	 	 	 
	 	 	 





	 	 	 	 	 
	Occupation
	 	 	 	 
	 

	 	 

	 	 







	 	 	 
	Witness to the signature of
	 
	 	 	 






	 	 	 	 	 
	Witness’s signature
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Address
	 	 	 	 
	 	 	 





	 	 	 	 	 
	Occupation
	 	 	 	 
	 

	 	 

	 	 







			
	To:	 	The Collector,

Stamp Duty Office,

Hong Kong.





 









 








          I hereby certify that this is a transfer of share(s) to another nominee of the same ultimate
beneficial owner and that there is no change of beneficial interest.




	 	 	 	 	 
	

	 	 

Solicitor, Hong Kong
	 	 






 









 






ANNEX II




Form of Deferred Revenues Transfer Agreements




See Attached.




 









 





EXHIBIT A




Form of Cooperation Agreement




See Attached.




 









 





EXHIBIT B




Form of Intellectual Property License Agreement




See Attached.




 









 





EXHIBIT C




Form of Management Consulting Agreement




See Attached.




 









 





EXHIBIT D




Form of Non-Competition Agreement




See Attached.




 









 





EXHIBIT E




Form of Sales Agency Agreement




See Attached.