REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2015 • Tsinghua Unigroup International Co., Ltd. • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2015, by and among 500.com Ltd., an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”) and Tsinghua Unigroup International Co., Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Purchaser”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 10th, 2015 • Tsinghua Unigroup International Co., Ltd. • Services-miscellaneous amusement & recreation • New York
WHEREAS, the Purchaser wishes to invest in the Company by acquiring Class A Ordinary Shares in the Company in a transaction exempt from registration pursuant to Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);
LOCK-UP LETTER AGREEMENTLetter Agreement • July 10th, 2015 • Tsinghua Unigroup International Co., Ltd. • Services-miscellaneous amusement & recreation • New York
Reference is made to certain Share Purchase Agreement (the “Share Purchase Agreement”), dated as of June 9, 2015, between 500.com Limited (the “Company”), and Tsinghua Unigroup International Co., Ltd. (the “Purchaser”), and that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of June 24, 2015, between the Company and the Purchaser. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Share Purchase Agreement.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • July 10th, 2015 • Tsinghua Unigroup International Co., Ltd. • Services-miscellaneous amusement & recreation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
