EXHIBIT 4.44


 


Exclusive Shares Transfer Option Agreement


 


The Exclusive Shares Transfer Option Agreement (hereinafter
referred to as “the Agreement”) is made and entered into by and among the following Parties on August 31st,
2013 in Shanghai, the People’s Republic of China (“China”):


 


		(1)	Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “the Sole-funded Company”),
an enterprise legal person duly incorporated and existing in accordance with the Chinese law, with the registered address of Building
1, No.690 Bibo Road, Zhangjiang Hi-tech Park, Shanghai;



 


		(2)	Shanghai Shanda Networking Development Co., Ltd., an enterprise legal person duly incorporated and existing in accordance with
the Chinese law, with the registered address of Room 402-B, No.727 Zhangjiang Road, Pudong New Area, Shanghai (hereinafter referred
to as “the Shareholder”); and



 


		(3)	Tianjin Shengjing Trading Co., Ltd. (hereinafter referred to as “the Company”), an enterprise legal person
duly incorporated and existing in accordance with the Chinese law, with the registered address of Room 201-11, Floor 2, Area B1,
Cartoon Building, No.126 Cartoon Middle Road, Eco-City, Binhai New Area, Tianjin。



 


(In the Agreement, the above-mentioned parties are individually
referred to as a “Party” and collectively referred to as the “Parties”.)


 


Whereas:


 


		1.	The Shareholder is the existing shareholder registered in the Register of Company, who is legitimately holding 100% shares
of the Company; on the signature date of the Agreement, its contribution amounts in the registered capital of the Company and their
proportions of shareholding are shown in Schedule I to the Agreement;



 


		2.	The Shareholder intends to transfer all shares of the Company held by it to the Sole-funded Company provided that no Chinese
law will be violated, and the Sole-funded Company intends to accept such transfer;



 


		3.	To realize the above-mentioned shares transfer, the Shareholder agrees to grant an exclusive and irrevocable shares transfer
option to the Sole-funded Company. In accordance with such shares transfer option, if permitted by the Chinese Law, the Shareholder
shall, in accordance with the requirements of the Sole-funded Company, transfer the Option Shares (as defined below) to the Sole-funded
Company or any other entity or individual designated by the Sole-funded Company in accordance with the Agreement; and



 


		4.	The Company agrees that the Shareholder grants the shares transfer option to the Sole-funded Company in accordance with the
Agreement.



 


Now THEREFORE, through consultations, the Parties hereby reach
the agreement as follows:


 




    	 



    	 



    

 


		1.	Granting of the Shares Transfer Option



 


		1.1	The Shareholder hereby agrees to irrevocably and unconditionally grant an exclusive Shares Transfer Option to the Sole-funded
Company. In accordance with such Shares Transfer Option, if permitted by the Chinese Law, the Sole-funded Company shall be entitled
to require the Shareholder to transfer the Shares of the Company held by the Shareholder (hereinafter referred to as “the
Option Shares”) to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company
in accordance with the terms and conditions of the Agreement. The Sole-funded Company also agrees to accept such Shares Transfer
Option.



 


		1.2	The Company hereby agrees that the Shareholder grants such Shares Transfer Option to the Sole-funded Company in accordance
with Article 1.1 above and any other provision of the Agreement.



 


		2.	Method of Option Exercise



 


		2.1	If permitted by the Chinese Law, the Sole-funded Company has the sole discretion to decide the concrete time, method and number
of times of Option Exercise.



 


		2.2	If in accordance with the Chinese Law at that time, the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company may hold all Shares of the Company, the Sole-funded Company shall be entitled to choose whether to exercise
the whole Shares Transfer Option all at once or to exercise the whole Shares Transfer Option in many times, when the Sole-funded
Company and/or any other entity or individual designated by the Sole-funded Company may take the Option Shares all at once or in
many times accordingly; if in accordance with the Chinese Law at that time, the Sole-funded Company and/or any other entity or
individual designated by the Sole-funded Company may hold only part of the Shares of the Company, the Sole-funded Company shall
be entitled to determine the amount of the Option Shares within the cap of shareholding proportion (hereinafter referred to as
“the Cap of Shareholding Proportion”), when the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company may take the Option Shares from the Shareholder at such amount. Under the latter circumstance, the Sole-funded
Company shall be entitled to, in accordance with the gradually raised Cap of Shareholding Proportion permitted by the Chinese Law,
exercise the Shares Transfer Option in separate times with a view to obtaining all Options Shares.



 


		2.3	Each time when the Sole-funded Company exercises the Option, it shall be entitled to determine at its sole discretion the number
of shares that the Shareholder shall transfer to the Sole-funded Company and/or any other entity or individual designated by the
Sole-funded Company, and the Shareholder shall, in accordance with the number required by the Sole-funded Company, transfer the
Shares to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company. The Sole-funded
Company and/or any other entity or individual designated by the Sole-funded Company shall pay the Shares Transfer Price of the
Option Shares at each Option Exercise to the Shareholder who transfers the shares. The Sole-funded Company shall be entitled to
offset the Shares Transfer Price by the creditor’s rights it held against the Shareholder (including without limitation any
loan, if any).



 




    	 



    	 



    

 


		2.4	Each time when the Sole-funded Company exercises the Option, it may take the Option Shares itself or designate any third party
to take all or part of the Option Shares.



 


		2.5	Each time when the Sole-funded Company decides to exercise the Option, it shall give a shares transfer option notice (hereinafter
referred to as “the Option Exercise Notice”, the format of which is shown in Schedule I to the Agreement) to
the Shareholder. After receipt of the Option Exercise Notice, the Shareholder shall, in accordance with the Option Exercise Notice
and the method stipulated in Article 2.3 hereof, immediately transfer all the Option Shares to the Sole-funded Company and/or any
other entity or individual designated by the Sole-funded Company at a time.



 


		2.6	The Shareholder hereby makes promises that, once the Sole-funded Company sends the Option Exercise Notice:



 


		(1)	The Shareholder shall immediately provide and execute the shareholder resolutions thereof on the relevant issues including
without limitation waiver of the pre-emptive rights and take any other necessary actions, agreeing to transfer all Option Shares
to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company at the Shares Transfer Price;



 


		(2)	The Shareholder shall immediately sign shares transfer agreements with the Sole-funded Company and/or any other entity or individual
designated by the Sole-funded Company, transferring all Option Shares to the Sole-funded Company and/or any other entity or individual
designated by the Sole-funded Company at the Shares Transfer Price; and



 


		(3)	In accordance with the requirements of the Sole-funded Company and the provisions of the laws and regulations, the Shareholder
shall provide necessary support to the Sole-funded Company (including provision and signature of all relevant legal documents,
performance of all governmental approval and registration formalities and assumption of all relevant obligations) to ensure that
the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company may obtain all Transferred
Shares without any legal defect.



 


		2.7	At the same time of signing the Agreement, the Shareholder shall sign a power of attorney (hereinafter referred to as “the
Power of Attorney” whose format is shown in Schedule III to the Agreement), entrusting in writing any person designated
by the Shareholder to sign any and all legal documents in accordance with the Agreement and on behalf of such Shareholder in order
to ensure that the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company may obtain all
Transferred Shares without any legal defect. The power of attorney shall be kept by the Sole-funded Company and if necessary, the
Sole-funded Company may require the Shareholder to sign the power of attorney in many counterparts and submit the power of attorney
to relevant government authorities.



 




    	 



    	 



    

 


		3.	Shares Transfer Price



 


Whenever the Sole-funded Company exercises the Option, the shares
transfer price payable by the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company to
the Shareholder shall be RMB 0 Yuan. The Shareholder hereby irrevocably agrees that, if the applicable laws then stipulate that
the transfer price of the Company shares must be on the basis of the appraisal value and (1) the appraisal value is higher than
the corresponding amount of the Company’s registered capital, then the Shareholder shall give up the balance between the
appraisal value and the corresponding amount of the Company’s registered capital in a legitimate way or return the aforesaid
balance to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company in a legitimate
way after the receipt of the balance; or (2) the appraisal value is lower than the corresponding amount of the Company’s
registered capital, then the Parties agree that the transfer price shall be equivalent to the appraisal value.


 


		4.	Representations and Warranties



 


		4.1	The Shareholder hereby represents and warrants as follows (and such representations and warranties shall remain in effect as
if they were given at the time of transferring the Option Shares):



 


		4.1.1	It is a Chinese legal person; it has full and independent legal status and legal capacity to execute, to deliver and to perform
the Agreement; and it may constitute subjects of litigations independently.



 


		4.1.2	The Company is a limited liability company duly incorporated and legally existing under the Chinese Law and has qualification
of being a legal person. The Company has full and independent legal status and legal capacity to execute, to deliver and to perform
the Agreement; and it may constitute a subject of litigation independently.



 


		4.1.3	It has full capacities and authorizations to sign, to deliver and to perform the Agreement and any other documents relevant
to the transaction contemplated by the Agreement and to be signed by them. It has full capacities and authorizations to complete
the transactions contemplated by the Agreement.



 


		4.1.4	Once the Agreement is legitimately and duly signed and delivered by the Shareholder, the Agreement will become their legitimate
and binding obligations, which may be enforceable against them in accordance with the provisions of the Agreement.



 


		4.1.5	When the Agreement becomes effective, the Shareholder is the registered legitimate owners of the Option Shares. Apart from
the rights imposed in accordance with the Agreement, the Shares Pledge Agreement and the Entrustment Agreement on the
Voting Rights of Shareholder concluded and signed by and among the Shareholder, the Sole-funded Company and the Company, there
is no other lien, pledge, claim or any other security interests and third-party right over the Option Shares. In accordance with
the Agreement, after exercising the option, the Sole-funded Company and/or any other entity or individual designated by the Sole-funded
Company may obtain a good ownership over the Option Shares free from any lien, pledge, claim or any other security interests and
third-party right.



 




    	 



    	 



    

 


		4.2	The Company hereby represents and warrants that:



 


		4.2.1	The Company is a limited liability company duly incorporated and legally existing under the Chinese Law; it has qualification
of being a legal person; it has full and independent legal status and legal capacity to execute, to deliver and to perform the
Agreement; and it may constitute a subject of litigation independently.



 


		4.2.2	The Company has full inter-company powers and authorizations to sign, to deliver and to perform the Agreement and any other
document related to the transaction hereunder and to be signed by it, and the Company has full powers and authorizations to complete
the transaction contemplated under the Agreement.



 


		4.2.3	Once legitimately and duly signed and delivered by the Company, the Agreement shall constitute its legal, valid and binding
obligations.



 


		4.2.4	The Shareholder is the existing shareholder registered in the Register of Company when the Agreement becomes effective. In
accordance with the Agreement, after exercising the option, the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company may obtain a good ownership over the Option Shares free from any lien, pledge, claim or any other security
interests and third-party right.



 


		4.2.5	The Company owns all business licenses required for its operation when the Agreement becomes effective and the Company has
full rights and qualifications to operate its business within China. The Company has operated in accordance with the law since
its establishment: there is no violation or potential violation of the provisions or requirements of the industrial and commercial,
tax, culture, quality technical supervision, labor and social security and other governmental authorities and there is no dispute
arising from breach of contract.



 


		5.	Promises of the Shareholder



 


The Shareholder hereby makes promises as follows:


 


		5.1	Within the valid term of the Agreement, the Shareholder must take all necessary measures to ensure that the Company may obtain
all business licenses required for its business operation in a timely manner and maintain the effectiveness of such business licenses
at any time.



 


		5.2	Within the valid term of the Agreement, without prior written consent of The Sole-funded Company:



 


		5.2.1	the Shareholder may not transfer or otherwise dispose of any Option Shares or impose any security right or any third party
upon any Option Shares;



 




    	 



    	 



    

 


		5.2.2	The Shareholder may not increase or decrease the registered capital of the Company;



 


		5.2.3	The Shareholder may not dispose of or cause the management of the Company to dispose of any material asset of the Company (other
than in the ordinary course of the business);



 


		5.2.4	The Shareholder may not terminate or cause the management of the Company to terminate any material agreement signed by the
Company or sign or cause the management of the Company to sign any other agreement in conflict with the existing material agreements;



 


		5.2.5	The Shareholder may not cause the Company to complete any transaction which may have material effect on the assets, liabilities,
business operation, equity structure, the shares held by any third party and other legitimate rights (other than in the ordinary
course of the business);



 


		5.2.6	The Shareholder may not appoint or dismiss any director, supervisor or any other manager of the Company which shall be appointed
and dismissed by the Shareholder;



 


		5.2.7	The Shareholder may not declare distribution or actually distribute any distributive profit, bonus, dividend or share interests
or vote to approve the aforesaid distributions;



 


		5.2.8	The Shareholder shall ensure valid existence of the Company, which may be terminated, liquidated or dissolved;



 


		5.2.9	The Shareholder may not amend the articles of association of the Company; and



 


		5.2.10	The Shareholder shall ensure that the Company may not lend or borrow any loan, or provide any guarantee or carry out any other
security, or assume any material obligation other than in the ordinary course of the business.



 


[PICK UP HERE]


 


		5.3	Within the valid term of the Agreement, the Shareholder must use its best endeavours to develop the business of the Company
and ensure legitimate and compliant operation of the Company. The Shareholder may not conduct any act or omission which may impair
the assets, goodwill of the Company or affect the validity of the business licenses of the Company.



 


		6.	Promises of the Company



 


		6.1	If the signature and performance of the Agreement and the granting of the Shares Transfer Option hereunder requires consent,
approval, waiver, authorization of any third party or permission, approval, waiver of any government authority, or completion of
any registration or filing formalities in any government authority (if required by the law), the Company shall satisfy the aforesaid
conditions.



 




    	 



    	 



    

 


		6.2	Without prior written consent of the Sole-funded Company, the Company may not help or allow the Shareholder to transfer or
otherwise to dispose of any Option Shares or to impose any security interest or other third party right on any Option Shares.



 


		6.3	The Company may not carry out or allow others to carry out any conduct or act which may have adverse impact on the interests
of the Sole-funded Company hereunder, including without limitation sale, transfer, mortgage or other disposal of any asset, business,
income or other legitimate rights and interests, or permission of imposing any security interest or other third party rights over
such asset, business, income or other legitimate rights and interests (other than in the ordinary course of the business).



 


		7.	Obligation of Confidentiality



 


		7.1	Whether the Agreement is terminated or not, each Party shall assume the obligation of confidentiality with respect to:



 


(1)The signature, performance
of the Agreement and its contents;


 


		(2)	All trade secrets, proprietary information and client information of the Sole-funded Company known
or received by it due to the signature and performance of the Agreement; and



 


		(3)	All trade secrets, proprietary information and client information of the Company known or received
by it as the shareholder of the Company (hereinafter collectively referred to as “the Confidential Information”).



 


Each Party shall only utilize
such Confidential Information for the purpose of performing their obligations hereunder. Without written consent of the other Parties,
none of the Parties may disclose such Confidential Information to any third party. Otherwise, it shall assume the liabilities for
breach of contract and compensate for losses.


 


		7.2	After the termination of the Agreement, each Party shall, at the request of the other Parties, return, destroy or otherwise
dispose of all documents, data or software containing the Confidential Information, and stop utilizing such Confidential Information.



 


		7.3	Notwithstanding any other provisions in the Agreement, the validity of Article 7 herein shall not be affected by dissolution
or termination of the Agreement.



 


		8.	Term of the Agreement



 


The Agreement shall become effective on the date of being duly
signed and stamped by the Parties and it shall remain in effect until all Option Shares are transferred to the Sole-funded Company
and/or any other entity or individual designated by the Sole-funded Company in accordance with the provisions of the Agreement.


 




    	 



    	 



    

 


		9.	Notices



 


All notices and other communications required or given
under or in connection with the Agreement shall be served to the following addresses of the relevant Parties by personal delivery,
registered mails, postage prepaid or commercial express services or fax. The above-mentioned notices shall be deemed to have been
received as follows:


 


If a notice is sent by personal delivery, express
services or registered mails, postage prepaid, the date when the notice is sent shall be deemed as the valid delivery date.


 


If a notice is sent by fax, the date when the notice
is successfully transmitted (as evidenced by the transmission confirmation message automatically generated) shall be deemed as
the valid delivery date.


 


For the purpose of the notices, the address of each
Party is as follows:


 


Shengqu Information Technology (Shanghai) Co., Ltd.


Address: Building 1, No.690 Bibo Road, Zhangjiang
Hi-tech Park, Shanghai


Shanghai Shanda Networking Development Co., Ltd.


Address: Room 402-B, No.727 Zhangjiang Road, Pudong
New Area, Shanghai


Shanghai Tianjin Shengjing Trading Co., Ltd.


Address: Room 201-11, Floor 2, Area B1, Cartoon Building,
No.126 Cartoon Middle Road, Eco-City, Binhai New Area, Tianjin


Any Party may change its address for receiving the
notices by sending a notice to the other Parties in accordance with the provisions of Article 9 hereof at any time.


 


		10.	Liabilities for Breach of Contract



 


		10.1	The Parties agree and confirm that, if any Party (hereinafter referred to as “the Defaulting Party”) materially
braches any provision hereunder, or materially fails to perform any of its obligations hereunder, it constitutes a breach of the
Agreement (hereinafter referred to as “the Default”). Any of the non-defaulting Parties (hereinafter referred
to as “the Non-defaulting Parties”) shall be entitled to require the Defaulting Party to rectify the Default
or to take remedial actions. If the Defaulting Party fails to rectify the Default or to take remedial actions within the reasonable
period or within fifteen (15) days after relevant Non-defaulting Party gives a written notice to the Defaulting Party, the relevant
Non-defaulting Party shall be entitled at its sole discretion:



 


		(1)	to terminate the Agreement and to require the Defaulting Party to provide full compensation for damages; or



 


		(2)	to require the Defaulting Party to specifically perform its obligations hereunder and to provide full compensation for damages.



 


		10.2	The Parties agree and confirm that, unless otherwise stipulated by the laws or the Agreement, in no event shall any Party ask
for early termination of the Agreement.



 




    	 



    	 



    

 


		10.3	Notwithstanding any other provisions in the Agreement, the validity of this Article shall not be affected by suspension or
termination of the Agreement.



 


		11.	Miscellaneous



 


		11.1	The Agreement is made in Chinese in quadruplicate, with each Party to the Agreement holding one (1) copy.



 


		11.2	The conclusion, validity, performance, amendment, interpretation and termination of the Agreement shall all be governed by
the Chinese laws.



 


		11.3	Any dispute arising from or in connection with the Agreement shall be settled by the Parties through consultations. In case
that no agreement can be reached within thirty (30) days after the occurrence of the dispute, the dispute shall be submitted to
Shanghai Arbitration Commission for arbitration which shall be conducted in accordance with the Commission’s arbitration
rules in effect at the time of applying for arbitration. The arbitration place shall be Shanghai. The arbitral award is final and
binding upon the Parties.



 


		11.4	Any right, power and remedy conferred to a Party under any provision of the Agreement shall not exclude any other right, power
or remedy enjoyed by such Party according to the laws or under any other provision of the Agreement, and the exercise of its right,
power and remedy by a Party may not preclude its exercise of any other right, power and remedy enjoyed by that Party.



 


		11.5	No failure or delay by any Party in exercising any right, power or remedy under the Agreement or stipulated by law (hereinafter
referred to as “Such Right”) shall constitute a waiver of Such Right; and any single or partial waiver of Such
Right shall not preclude the Party from any exercise of Such Right in any other way or any exercise of its other rights, powers
or remedies.



 


		11.6	The headings hereunder are inserted for convenience of reference only and in no event shall they be utilized to construe the
provisions of the Agreement nor shall they affect the interpretation of the provisions of the Agreement.



 


		11.7	The provisions of the Agreement shall be divided from and independent of each other. If any one or more provisions of the Agreement
become illegitimate, invalid or unenforceable at any time, the validity, legitimacy and enforceability of the remaining provisions
hereof shall not be affected.



 


		11.8	Once signed, the Agreement shall immediately supersede any other prior legal document signed with respect to the subject matter
hereof. No amendment or supplement to the Agreement shall become effective unless and until it is made in writing and duly signed
by the Parties hereto.



 


		11.9	Without prior written consents of the other Parties, no Party may assign any of its rights and/or obligations hereunder to
any third party. However, the Sole-funded Company shall be entitled to transfer any of its rights and/or obligations hereunder
to any third party designated by it after notifying the Shareholder.



 




    	 



    	 



    

 


		11.10	The Agreement shall be binding upon the legitimate assignees or successors of each Party.



 


[The remainder
of this page is intentionally left blank; please find the signature page herewith attached]


 




    	 



    	 



    

 


In Witness Whereof, the Parties hereby sign the Exclusive Shares
Transfer Option Agreement on the date and at the place first above written.


 


	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	 	/s/ (Stamp)
	 	 
	 	Shanghai Shanda Networking Development Co., Ltd.
	 	/s/ (Stamp)
	 	 
	 	Tianjin Shengjing Trading Co., Ltd.
	 	/s/ (Stamp)


 




    	 



    	 



    

 


Schedule I


 


Basic Information of the Company


 


	Company Name:	Tianjin Shengjing Trading Co., Ltd.
	Registered Address:	Room 201-11, Floor 2, Area B1,  Cartoon Building, No.126 Cartoon Middle Road, Eco-City, Binhai New Area, Tianjin
	Registered Capital:	RMB 1 Million Yuan
	Legal Representative:	Wang Jingying


Equity Structure:


 


	Name	 	Contribution

Amount (RMB)	 	Proportion of the Capital

Contribution
	Shanghai Shanda Networking Development Co., Ltd.	 	1 Million	 	100%


 




    	 



    	 



    

 


Schedule II:


 


Format of the Option Exercise Notice


 


To: Shanghai Shanda Networking Development Co., Ltd.


 


Whereas, we concluded and signed an Exclusive Shares Transfer
Option Agreement with you and Tianjin Shengjing Trading Co., Ltd. (hereinafter referred to as “the Company”)
on August 31st, 2013 (hereinafter referred to as “the Option Agreement”), in accordance with
which if permitted by the Chinese laws and regulations, you shall, at our request, transfer the shares of the Company held by you
to us or any third party designated by us.


 


NOW THEREFORE, we hereby send the notice to you as follows:


 


We hereby requires to exercise the Shares Transfer Option under
the Agreement, and We/ [Name of the entity/individual] designated by us will take ____ % of the Company shares held by you (hereinafter
referred to as “Shares to be Transferred”). Upon receipt of the notice, please transfer all the Shares to be
Transferred to us/ [Name of the entity/individual] designated by us in accordance with the Option Agreement.


 


Best regards!


 


	Shengqu Information Technology (Shanghai) Co., Ltd.
	 	 	 
	Signature: 		 
	Name:		 
	Title:		 
	Date:		 


 




    	 



    	 



    

 


Schedule III


Format of the Power of Attorney


 


The Company, Shanghai Shanda Networking Development Co., Ltd.,
hereby irrevocably entrusts ___________ (ID card No. :________) as the company’s authorized agent to sign the shares transfer
agreement between Shengqu Information Technology (Shanghai) Co., Ltd. and the company with respect to the transfer of the
shares of Tianjin Shengjing Trading Co., Ltd. and other relevant legal documents, and to handle all formalities relevant to the
industrial and commercial registration for such shares transfer. I confirm that the aforesaid shares transfer agreement and other
relevant legal documents (once signed) are legally binding upon me.


 


	 	Shanghai Shanda Networking Development Co., Ltd.
	 	 
	 	Date: