[JOINT FILING AGREEMENT Jun Zhu Incsight Limited Jun Zhu Director EX-99.A 2 d108402dex99a.htm EX-99.A]

[JOINT FILING AGREEMENT ARK PACIFIC INVESTMENT MANAGEMENT LIMITED ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P. SPLENDID DAYS LIMITED] [PARTNERS, DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each partner, director and executive officer of Splendid Days Limited Name Business Address Present Principal Employment Citizenship Lau Tak Kei Arthur Suite 62,] [Execution Version CONVERTIBLE NOTE By and Among THE9 LIMITED THE SECURITY PROVIDERS LISTED ON And SPLENDID DAYS LIMITED Dated as of November 24, 201 TABLE OF CONTENTS 1. Definitions and Interpretation 1 2. 12 3. Closing and Closing Deliveries 12 4. 13 5. 22] [Execution Version Dated 8 December 2015 WELL EASE LIMITED (as Lender) and SPLENDID DAYS LIMITED (as Borrower) LOAN AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 2 2. COVENANT FOR REPAYMENT 4 3. CONDITIONS PRECEDENT 4 4. DRAWDOWN 5 5. INTEREST 5] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Ark Pacific Special Opportunities Fund I, L.P. Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Quality Event Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Pacman I Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Pacman II Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 further provided in Section Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Fortune Profile Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2]