SEAWORLD ENTERTAINMENT, INC. STOCKHOLDERS AGREEMENT Dated as of March 24, 2017Stockholders Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Delaware
This Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“ZHG”), and, solely for purposes of Section 4.3, Zhonghong Zhuoye Group Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“ZHG Group”).
REGISTRATION RIGHTS AGREEMENT by and between SEAWORLD ENTERTAINMENT, INC. and SUN WISE (UK) CO., LTD Dated as of March 24, 2017Registration Rights Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2017, is by and between SEAWORLD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Sun Wise (UK) Co., LTD, (“Purchaser”) a private limited company incorporated under the laws of England.
DATED 8 May 2017 CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED as Investor and SUN WISE ORIENTED (HK) CO., LIMITED as Ordinary Shareholder and SUN WISE (UK) CO., LTD as Company and MR. WANG YONGHONG INVESTMENT AGREEMENT IN RELATION TO SUN WISE (UK)...Investment Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Hong Kong
Dated 8 May 2017 Facility Agreement relating to a US$150,000,000 term loan facility between SUN WISE (UK) CO., LTD as Borrower SUN WISE ORIENTED (HK) CO., LIMITED as Offshore Guarantor and PA EMINENT OPPORTUNITY VI LIMITED as LenderFacility Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Hong Kong
JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of SeaWorld Entertainment, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of May, 2017.
LETTER AGREEMENT May 8, 2017Letter Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Delaware
This Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Letter Agreement, the SHA (including, without limitation, the Company’s obligation under Section 2.1(d) of the SHA, to appoint (x) Mr. Maruyama to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2018 and (y) Mr. Wang to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2019) shall remain unmodified and in full force and effect.
JOYFUL WELLNESS LIMITED HK$1,083,333,334 NOTES DUE 2018 SUBSCRIPTION AGREEMENTSubscription Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation
CLOSING CONDITION LETTER AGREEMENT May 8, 2017Closing Condition Letter Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation
This Closing Condition Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Closing Condition Letter Agreement, the SPA shall remain unmodified and in full force and effect.
STOCK PURCHASE AGREEMENT dated as of March 24, 2017 among SUN WISE (UK) CO., LTD and THE SELLERS NAMED HEREINStock Purchase Agreement • May 18th, 2017 • Sun Wise (UK) Co., LTD • Services-miscellaneous amusement & recreation • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 24, 2017 among the entities listed on Exhibit A (each a “Seller”, and collectively, the “Sellers”) and Sun Wise (UK) Co., Ltd (“Buyer”). The Sellers and Buyer are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).
