UNITED STATES - d18rn0p25nwr6d.cloudfront.netd18rn0p25nwr6d.cloudfront.net/CIK-0001564902/1841b630-a08a-4a… · UNITED STATES SECURITIES AND EXCHANGE COMMISSION ... companies focused

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13DUnder the Securities Exchange Act of 1934*

SeaWorld Entertainment, Inc.(Name of Issuer)

Common Stock, par value $0.01 per share(Title of Class of Securities)

81282V100(CUSIP Number)

Yu TingZhonghong Zhuoye Group Co., Ltd

Building No. 8, Eastern International, No. 1Ciyunsi, Chaoyong District, Beijing, China 100025

(0086) 010-85356993

With a Copy to:

Robert A. Miller, Jr.Paul Hastings LLP

515 South Flower Street, 25th FloorLos Angeles, CA 90071

(213) 683-6000(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 2017(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing thisschedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐ Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties towhom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for

any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Actof 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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NAMES OF REPORTING PERSONS Sun Wise (UK) Co., Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒ (b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, BK, OO

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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐

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CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OFSHARES

BENEFICIALLYOWNED BY

EACHREPORTING

PERSONWITH

7

SOLE VOTING POWER 0

8

SHARED VOTING POWER 19,452,063

9

SOLE DISPOSITIVE POWER 0

10

SHARED DISPOSITIVE POWER 19,452,063

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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,452,063

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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.2%

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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

2

1

NAMES OF REPORTING PERSONS Sun Wise Oriented (HK) Co., Limited

2


3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) AF

5


6

CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong

NUMBER OFSHARES


EACHREPORTING

PERSONWITH

7

SOLE VOTING POWER 0

8


9


10


11


12


13


14


3

1

NAMES OF REPORTING PERSONS Tianjin Sun Wise Oriented Assets Management Limited

2


3

SEC USE ONLY

4


5


6

CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OFSHARES


EACHREPORTING

PERSONWITH

7

SOLE VOTING POWER 0

8


9


10


11


12


13


14


4

1

NAMES OF REPORTING PERSONS Zhonghong Zhuoye Group Co., Ltd

2


3

SEC USE ONLY

4


5


6


NUMBER OFSHARES


EACHREPORTING

PERSONWITH

7

SOLE VOTING POWER 0

8


9


10


11


12


13


14


5

1

NAMES OF REPORTING PERSONS Wang Yonghong

2


3

SEC USE ONLY

4


5


6


NUMBER OFSHARES


EACHREPORTING

PERSONWITH

7

SOLE VOTING POWER 0

8


9


10


11


12


13


14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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EXPLANATORY NOTE

As previously described in reports filed with the Securities and Exchange Commission, on March 24, 2017, Sun Wise (UK) Co., Ltd, a private limited companyincorporated under the laws of England and Wales (“ SWUK ”), entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), which is referencedhere as Exhibit 99.2, with certain affiliates of the Blackstone Group L.P. (collectively, “ Blackstone ”). Pursuant to the Stock Purchase Agreement, SWUK acquiredfrom Blackstone 19,452,063 shares of the outstanding common stock, par value $0.01 per share (the “ Common Stock ”), of SeaWorld Entertainment, Inc., aDelaware corporation (the “ Issuer ” or the “ Company ”), in exchange for $447,397,449 in cash (the “ Stock Purchase ”). The Stock Purchase closed on May 8,2017 (the “ Closing ”).

Item 1. Security and Issuer

This statement on Schedule 13D (the “ Schedule 13D ”) relates to the common stock, par value $0.01 per share, of SeaWorld Entertainment, Inc., a Delawarecorporation. The principal executive offices of the Issuer are located at 9205 South Park Center Loop, Suite 400, Orlando, Florida 32819.

Item 2. Identity and Background

This Schedule 13D is being filed jointly and on behalf of the following persons:

(a) The term “ Reporting Persons ” collectively refers to:

• SWUK, a private limited company incorporated in England and Wales;

• Sun Wise Oriented (HK) Co., Limited, a company incorporated in Hong Kong with limited liability (“ SWHK ”);

• Tianjin Sun Wise Oriented Assets Management Limited, a company incorporated under the laws of the People’s Republic of China with limitedliability (“ Tianjin ”);

• Zhonghong Zhuoye Group Co., Ltd, a company incorporated under the laws of the People’s Republic of China with limited liability (“ ZHG ”);

• Wang Yonghong, a citizen of the People’s Republic of China.

(b) The business address of each of the Reporting Persons is: c/o Zhonghong Zhuoye Group Co. Ltd, Building No. 8, Eastern International, No. 1, Ciyunsi,Chaoyang District, Beijing, China 100025.

(c) Wang Yonghong’s present principal occupation is the President and sole shareholder of ZHG. Each of ZHG, Tianjin, SWHK, and SWUK are holdingcompanies focused on strategic growth opportunities in real estate, as well as the leisure, tourism, and culture industries. Current information concerning theidentity and background of the directors and executive officers of those Reporting Persons which are entities is set forth on Schedule A hereto, which isincorporated by reference in response to Item 2 of this Schedule 13D.

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Wang Yonghong is the sole shareholder of ZHG. ZHG directly and indirectly owns 100% of the shares of Tianjin. Tianjin is the sole shareholder of SWHK.SWHK is the sole shareholder of ordinary shares in SWUK.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of their directors or officers, have beenconvicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of their directors or officers, have been a partyto a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or finalorder enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to suchlaws.

(f) The citizenship or place of organization for each of the Reporting Persons is set forth in Section 2(a) of this Schedule 13D and is incorporated herein byreference. The citizenship and other required information for each director and executive officer of those Reporting Persons which are entities is set forth onSchedule A hereto, which is incorporated by reference in response to Item 2 of this Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Upon the Closing, the Reporting Persons became the beneficial owners of 19,452,063 shares of Common Stock in exchange for an aggregate cash purchaseprice of $447,397,449. The source of funds for the purchase price included (i) the working capital of ZHG, (ii) approximately $150,000,000 borrowed by SWUKunder the Facility Agreement (as defined below), (iii) approximately $100,000,000 contributed to SWUK pursuant to the Investment Agreement (as definedbelow), and (iv) approximately $130,000,000 contributed by SWHK to SWUK, which funds were obtained pursuant to the Inter-Company Loan (as definedbelow).

To the extent required by Item 3 of Schedule 13D, the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 4. Purpose of Transaction

The Reporting Persons purchased the Common Stock to acquire a strategic minority interest in the Issuer. Consistent with this purpose, the ReportingPersons may communicate with the board of directors of the Issuer (the “ Board ”), members of management and/or other stockholders from time to time withrespect to operational, strategic, financial, governance, or other matters and otherwise work with management and the Board with a view to maximizingstockholder value. These communications may include, from time to time and subject to the terms of the Stockholders Agreement (as defined below), confidentialdiscussions with, and/or confidential proposals to, the Board and/or members of management regarding the potential acquisition of, or other strategic alternativeinvolving, the Issuer or additional securities of the Issuer.

Subject to the terms of the Stockholders Agreement, the Reporting Persons may seek to acquire additional securities of the Issuer (which may includesecurities

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rights and securities exercisable or convertible into securities of Issuer), to dispose of all or a portion of the securities of the Issuer owned by them, or otherwise toengage in hedging or similar transactions with respect to securities of Issuer. Subject to the terms of the Stockholders Agreement, any such transaction that anyReporting Person may pursue may be made at any time and from time to time without prior notice, and may be through open market transactions, block trades,private arrangements or otherwise. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons expectthat they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developmentsconcerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of theReporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market priceof the securities of the Issuer.

As more fully described in Item 6 below, Mr. Peter Wallace, a member of the Board previously designated by Blackstone, delivered a letter of resignationfrom the Board at the Closing, with such resignation to be effective immediately after the Company’s annual meeting of stockholders for 2017 (the “ 2017 AnnualMeeting ”). Pursuant to the Stockholders Agreement and Issuer Side Letter (as defined below), the Company agreed to (i) appoint Mr. Yongli Wang to the Board tofill the vacancy which will be created when Mr. Wallace’s resignation becomes effective and (ii) increase the size of the Board from 10 directors to 11 directorsand appoint Mr. Yoshikazu Maruyama to the Board to fill the vacancy resulting from such increase (Mr. Yongli Wang and Mr. Yoshikazu Maruyama are referredto herein collectively as the “ Initial ZHG Designees ”).

Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons have any present plans or proposals that relate to or would result in any ofthe actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although, subject to the Stockholders Agreement, the Reporting Persons, at any time andfrom time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence the Board ormanagement of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters withadvisors, the Issuer or other persons.

To the extent required by Item 4 of Schedule 13D, the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) and (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of thecover pages hereto is incorporated by reference. The Reporting Persons are the beneficial owners of 19,452,063 shares of Common Stock. Such number of sharesof Common Stock represent 21.2% of the shares of Common Stock outstanding based on 91,948,412 shares of Common Stock outstanding as of March 31, 2017,which number the Company reported in its Form 10-Q for the quarterly period ended March 31, 2017 filed with the U.S. Securities and Exchange Commission onMay 9, 2017.

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(c) As more fully described in this Schedule 13D, on March 24, 2017, SWUK purchased an aggregate of 19,452,063 shares of Common Stock fromBlackstone for an aggregate price of $447,397,449 ($23.00 per share), pursuant to the terms of the Stock Purchase Agreement.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stock Purchase Agreement

On March 24, 2017, SWUK entered into the Stock Purchase Agreement pursuant to which it agreed to purchase from Blackstone, upon the terms and subjectto the conditions set forth therein, 19,452,063 shares of Common Stock of the Company at a price per share equal to $23.00. The Stock Purchase closed on May 8,2017.

Stockholders Agreement

In connection with the Stock Purchase, the Company entered into a stockholders agreement (the “ Stockholders Agreement ”) with SWUK (and with ZHGonly for purposes of the standstill provision, as described below), dated as of March 24, 2017, which became effective as of the Closing. Pursuant to its terms, theStockholders Agreement will terminate when SWUK and its affiliates that own Common Stock (each a “ ZHG Party ” and collectively the “ ZHG Parties ”), in theaggregate, hold less than 5% of the Issuer’s outstanding shares of Common Stock. As of the date hereof, the only Reporting Party that is also a ZHG Party isSWUK, but other Reporting Parties may become ZHG Parties in the future if there is a transfer to such Reporting Party, as permitted under the StockholdersAgreement.

Directors. Pursuant to the terms of the Stockholders Agreement, for so long as the ZHG Parties own at least 20% of the Company’s outstanding CommonStock, the ZHG Parties have the right to designate two directors to the Board. After the resignation or other removal of either of the Initial ZHG Designees, unlessotherwise determined by the Board, at least one of the two directors designated by the ZHG Parties will be required to (i) meet the independence standards of theNew York Stock Exchange with respect to the Company and (ii) not have been, for three (3) years prior to appointment, an employee, director or officer of, orconsultant to, ZHG, SWUK, ZHG Holding Co., Ltd (“ Zhonghong Holding ”) or any of their respective controlled affiliates (each a “ ZHG Entity ”, andcollectively the “ ZHG Entities ”). Furthermore, each such director designee must be reasonably satisfactory to the Company’s Nominating and CorporateGovernance Committee. The right of the ZHG Parties to designate directors declines to one director if the ZHG Parties, in the aggregate, own less than 20% of theCommon Stock and such right terminates if the ZHG Parties, in the aggregate, own less than 10% of the Common Stock, in each case subject to certain exceptions.To the extent such designated directors meet the independence standards of the New York Stock Exchange, such directors will be entitled to serve on at least onestanding committee of the Board, as determined by the Nominating and Governance Committee.

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Voting Requirements. The Stockholders Agreement generally requires the ZHG Parties to vote all of their shares in excess of 15% of the total outstandingshares of the Company in the same proportion as the shares owned by other stockholders are voted on all matters, except as follows: (i) in elections of directors, theZHG Parties are required to vote all of their shares, up to 15% of the total outstanding shares of the Company, in favor of each of the Board’s nominees and, inexcess of 15%, can either vote affirmatively in favor of the Board’s nominees or in the same proportion as the shares owned by other stockholders are voted; (ii) fortwo years after the closing of the Stock Purchase, in third party acquisitions of the Company where the consideration is less than or equal to $23.00 per share, theZHG Parties may vote all of their shares as they choose; and (iii) in the case of any charter or bylaw amendment which adversely affects any ZHG Partydisproportionally as compared to other stockholders, an issuance of more than 20% of the Company’s outstanding shares (other than in connection with anacquisition) at a below-market price, or an acquisition of the Company by a ZHG Entity, the ZHG Parties may vote all of their shares as they choose. In a thirdparty tender offer approved by the Board (other than, for two years after the Closing, in a third party tender offer where the consideration is less than or equal to$23.00 per share), the ZHG Parties will be required to tender their shares in excess of 15% of the total outstanding shares of the Company in the same proportion asshares held by non-ZHG Party holders are tendered.

Transfer Restrictions and Right of First Refusal . For two years after the Closing, the Stockholders Agreement requires the ZHG Parties to not transfer anyshares of the Company unless (i) such transfer is approved in advance by a majority of the disinterested members of the Board or a duly authorized committeethereof; (ii) such transfer is to a ZHG Entity, provided that such ZHG Entity agrees to be bound by the terms of the Stockholders Agreement; (iii) such transfer is inconnection with an acquisition approved by the Board or a duly authorized committee thereof; (iv) such transfer constitutes a tender into a tender or exchange offercommenced by the Company or any of its affiliates; or (v) such transfer is in connection with a bona fide pledge of capital stock to a financial institution that is notcontrolled by any governmental authority in connection with a bona fide loan or enforcement thereunder (or, if such financial institution is controlled by agovernmental authority, then such financial institution must be included in The Banker’s most recently issued Top 1000 World Banks ranking or have commonequity securities listed on a globally recognized stock exchange).

After two years, other than in an underwritten public offering, block trade or permitted transfer described above, the ZHG Parties will not be permitted to transfershares of the Company to certain competitors of the Company or, to the knowledge of such ZHG Party or its broker, a person or group who is a 5% stockholder orwho would thereby become a 5% stockholder. In addition, in an underwritten public offering or block trade, other than a permitted transfer described above, thetransferring ZHG Party will instruct the underwriter or broker not to transfer any shares to a person or group who is a 5% stockholder or would become a 5%stockholder (unless the identity of the purchaser is not known to the underwriter or broker). In a block trade, other than a permitted transfer described above, thetransferring ZHG Party will instruct its broker not to transfer shares to certain competitors of the Company (unless the identity of the purchaser is not known tosuch ZHG Party or its broker). If the Company proposes to issue new equity securities in an offering that is not an underwritten public offering or an offeringpursuant to Rule 144A, SWUK will have the right to purchase a pro-rata portion of such issuance, measured based on the ZHG Parties’ ownership percentage in theCompany at such

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time (which shall initially be capped at 24.9% and decrease proportionally following transfers of shares by ZHG Parties to parties other than to ZHG Entities (the “Maximum Ownership Percentage ”).

Standstill . Subject to the following paragraph, the Stockholders Agreement includes a standstill provision that requires ZHG, the ZHG Parties, and theirrespective affiliates and representatives, not to, without the prior written consent of the Company, (i) acquire, offer or agree to acquire, any beneficial interest in theCompany; (ii) make any public announcement or public offer with respect to any merger, business combination, reorganization, restructuring, or other similarextraordinary transaction involving the Company or any of its subsidiaries (except when the Board affirmatively recommends or approves such transaction); (iii)make or in any way participate in, any “solicitation” of “proxies” to vote or seek to advise or influence voting of securities in a manner inconsistent with theBoard’s recommendation; (iv) seek election or removal of any director other than ZHG Designator nominees or otherwise act, alone or in concert with others, tocontrol or influence the Company; (v) call a meeting of stockholders or initiate any stockholder proposal; (vi) participate in a “group” regarding equity securities ofthe Company; (vii) act, alone or in concert with others, to seek to control or influence the management or policies of the Company; (viii) knowingly assist orencourage, or enter into any discussions or agreements with any third party, in connection with any of the foregoing; (ix) publicly disclose any intention, plan orarrangement inconsistent with the foregoing; (x) provide any financing for a purchase of equity securities or assets of the Company, subject to certain exceptions;(xi) take any actions that the ZHG Entities know or would reasonably be expected to know would require the Company to make a public announcement regardingthe possibility of an acquisition; or (xii) contest the validity of any of the foregoing.

Notwithstanding the above, the ZHG Parties will not be prohibited from: (i) transferring shares of the Company to ZHG Entities, provided that such transfereeagrees to be bound by the terms of the Stockholders Agreement; (ii) purchasing shares of the Company pursuant to its right to purchase its pro-rata portion of newlyissued equity securities of the Company; (iii) making a non-public, confidential acquisition proposal to the Board; or (iv) after public announcement of a definitiveagreement for the acquisition of the Company by a third party, making a publicly announced alternative acquisition proposal for all of the outstanding shares of theCompany (an “ Alternative Proposal ”) which, if a tender or exchange offer, must be on the same terms for all such shares and include a non-waivable conditionthat a majority of the shares held by non-ZHG Party holders are tendered into such offer. The ZHG Parties remain subject to the voting and tender requirementsdescribed above with respect to third party acquisitions and tender offers whether or not a ZHG Party makes an Alternative Proposal. The ZHG Entities maypurchase Company shares in the open market up to the Maximum Ownership Percentage, provided that such acquiring entity shall have agreed to be bound by theterms of the Stockholders Agreement.

Corporate Opportunity; DGCL Section 203 . The Delaware General Corporate Law (“ DGCL ”) permits corporations to adopt provisions renouncing anyinterest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Under the Stockholders Agreement, theCompany has adopted resolutions waiving certain corporate opportunities presented to the ZHG Entities. In addition, although the Company has previously optedout of Section 203 of the DGCL (“ Section 203 ”), the Company’s certificate of incorporation (the “ Charter ”) contains a provision similar to Section 203 thatimposes

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restrictions on certain business combinations involving interested stockholders unless, among other things, the Board has approved the business combination or thetransaction which resulted in the stockholder becoming an interested stockholder. The Company has exempted the ZHG Entities from these restrictions on certainbusiness combinations under the relevant provisions of the Company’s Charter.

Registration Rights Agreement

The Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with SWUK, dated as of March 24, 2017, which becameeffective upon the Closing. Subject to the terms of the Stock Purchase Agreement and the Stockholders Agreement, the Registration Rights Agreement provides theZHG Parties with certain demand, “piggyback” and other registration rights. The Registration Rights Agreement requires the Company to pay certain expensesrelating to such registrations and indemnify the registration rights holder against certain liabilities under the Securities Act of 1933.

Side Letters

In connection with the Closing, SWUK entered into a letter agreement with the Issuer (the “ Issuer Side Letter ”), granting the Initial ZHG Designees withcertain Board observer rights until their appointment to the Board following the 2017 Annual Meeting. In addition, in connection with the Closing, SWUK enteredinto a closing condition letter agreement with Blackstone (the “ Blackstone Side Letter ”), pursuant to which SWUK confirmed that the resignation of PeterWallace, effective immediately after the 2017 Annual Meeting, was sufficient to satisfy certain of Blackstone’s obligations under the Stock Purchase Agreement.

Facility Agreement

In connection with the Stock Purchase, SWUK, SWHK and PA Eminent Opportunity VI Limited (“ PAVI ”) entered into a facility agreement dated as ofMay 8, 2017 (as amended from time to time, the “ Facility Agreement ”), whereby SWUK borrowed approximately $150,000,000 at an annual interest rate of 9%.Unless previously prepaid in accordance with its terms, the Facility Agreement matures on May 8, 2019, subject to any mutually agreed extension. The terms of theFacility Agreement include the issuance by SWUK to PAVI of a single Class A Preference Share of SWUK (the “ Class A Share ”). As described in the FacilityAgreement, the Class A Share carries certain voting rights and entitles PAVI to appoint one director to the board of directors of SWUK (the “ Class A Director ”).The consent or approval of the holder of the Class A Share and the Class A Director is required in order for SWUK to take certain actions, including, among others,the selling, disposing of, and proposing to sell or dispose of any asset of SWUK, including any share of Common Stock (the “ Identified Matters ”).

In connection with the Facility Agreement, SWUK entered into a security agreement with Lord Central Opportunity V Limited (“ Security Agent ”), dated asof May 8, 2017 (as amended from time to time, the “ Security Agreement ”, and together with the Facility Agreement, the “ Facility Documentation ”). Pursuant tothe Facility Documentation, SWUK’s obligations under the Facility Agreement are secured by a pledge of the Common Stock owned by SWUK (the “ PledgedShares ”) and other collateral, and SWUK may be required to provide additional cash

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collateral in the event the loan to value ratio falls below a specified threshold. Upon the occurrence of certain events of default as defined in the Facility Agreement,PAVI may require SWUK to pre-pay amounts outstanding under the Facility Agreement and exercise its rights to foreclose on and dispose of the Pledged Sharesand other collateral, in each case in accordance with the Facility Documentation.

Investment Agreement

In connection with the Stock Purchase, SWUK, SWHK, Wang Yonghong, and China Huarong International Holdings Limited (“ Huarong ”) entered into aninvestment agreement, dated as of May 8, 2017 (as amended from time to time, the “ Investment Agreement ”, and together with the Security Agreement, the “Investment Documentation ”), pursuant to which SWUK issued 10,000,000 of its class B preferred shares (the “ Class B Shares ”) in exchange for approximately$100,000,000. The Class B Shares earn a preferred cumulative dividend of 11.5% per annum payable on a bi-annual basis and upon the occurrence of certainevents. As described in the Investment Agreement, the Class B Shares carry certain voting rights and have the right to appoint to the board of directors of SWUK anumber of directors (the “ Class B Directors ”) such that, together with the Class A Director, such directors constitute a majority of the board of directors ofSWUK. The consent or approval of the holder of the Class B Shares and the Class B Director is required for SWUK to take action on any of the Identified Matters.

SWUK may redeem all of the Class B Shares on or after May 8, 2018, and Huarong has the right to require SWUK to redeem the Class B Shares (the “ PutOption ”) on or after May 8, 2019. Pursuant to the Investment Agreement, SWUK may be required to provide additional cash collateral in the event that the valueof the Pledged Shares falls below the specified security value ratio. In addition, upon the occurrence of certain events of default as defined in the InvestmentAgreement, Huarong has the right to exercise the Put Option and exercise its rights to foreclose on and dispose of the Pledged Shares and other collateral, in eachcase in accordance with the Investment Documentation.

Inter-Company Loan

In connection with the Stock Purchase, SWHK received an inter-company loan in the amount of approximately $130,000,000 (the “ Inter-Company Loan ”)from Joyful Wellness Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of SWHK(“ JWL ”). The funds provided by JWL under the Inter-Company Loan were borrowed by JWL pursuant to a subscription agreement between JWL, ZHG andFullgoal China Access RQFII Fund SPC (“ Fullgoal ”), dated as of May 8, 2017 (as amended from time to time, the “ Subscription Agreement ”). Under the termsof the Subscription Agreement, JWL pays an annual interest rate of 14% through the maturity date of May 3, 2018, and has an option to extend the loan under theSubscription Agreement until May 3, 2019 at an annual interest rate of 15%. Upon the occurrence of certain events of default as defined in the SubscriptionAgreement, Fullgoal will be entitled to exercise certain remedies, including the right to accelerate payment of the loan made pursuant to the SubscriptionAgreement, proceed on the guarantees of JWL’s obligations made by Wang Yonghong, ZHG, and SWHK, foreclose on the shares of common stock of SWHK,SWUK, and JWL on which a security interest was granted under the Subscription Agreement, and require Zhonghong Holding to purchase all outstanding shares ofcommon stock of SWHK from Tianjin.

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Other Information

The foregoing descriptions of the Stock Purchase Agreement, Stockholders Agreement, Registration Rights Agreement, Issuer Side Letter, Blackstone SideLetter, Facility Agreement, Security Agreement, Investment Agreement, and Subscription Agreement contained in this Item 6 are not intended to be complete andare qualified in their entirety by reference to such agreements, each of which is attached here as an exhibit and incorporated herein by reference.

The Reporting Persons expressly disclaim the existence of and membership in a “group” (within the meaning of Section 13(d)(3) of the Act) with each ofPAVI, Security Agent, Huarong, and Fullgoal.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule13D and any amendment or amendments thereto, a copy of which is attached here as an exhibit and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 24.1: Power of Attorney (filed herewith).




Exhibit 99.1: Joint Filing Agreement of the Reporting Persons, dated as of May 18, 2017, among the Reporting Persons (filed herewith).

Exhibit 99.2: Stock Purchase Agreement, dated as of March 24, 2017, by and among Sun Wise (UK) Co., Ltd, SW Delaware L.P., SW Delaware A L.P., SWDelaware B L.P., SW Delaware C L.P., SW Delaware D L.P., SW Delaware E L.P., SW Delaware F L.P., SW Delaware Co-Invest L.P., and SW Delaware (GSO)L.P. (filed herewith).

Exhibit 99.3 Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., Sun Wise (UK) Co., Ltd, and ZhonghongZhuoye Group Co., Ltd., solely for purposes of Section 4.3 (filed herewith).

Exhibit 99.4: Registration Rights Agreement, dated as of March 24, 2017, by and between SeaWorld Entertainment, Inc. and Sun Wise (UK) Co., Ltd (filedherewith).

Exhibit 99.5: Letter Agreement, dated as of May 8, 2017, by and between SWUK and SeaWorld Entertainment, Inc. (filed herewith).

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Exhibit 99.6: Closing Condition Agreement, dated as of May 8, 2017, by and between SWUK and SW Delaware L.P. (filed herewith).

Exhibit 99.7: Facility Agreement, dated as of May 8, 2017, by and among Sun Wise (UK) Co., Ltd, Sun Wise Oriented (HK) Co., Limited, and PA EminentOpportunity VI Limited (filed herewith).

Exhibit 99.8: Security Agreement, dated as of May 8, 2017, by and between Sun Wise (UK) Co., Ltd and Lord Central Opportunity V Limited (filedherewith).

Exhibit 99.9: Investment Agreement, dated as of May 8, 2017, by and among China Huarong International Holdings Limited, Sun Wise Oriented (HK) Co.,Limited, Sun Wise (UK) Co., Ltd, and Mr. Wang Yonghong (filed herewith).

Exhibit 99.10: Subscription Agreement, dated as of May 5, 2017, by and among Joyful Wellness Limited, Zhonghong Zhuoye Group Co., Limited, andFullgoal China Access RQFII Fund SPC (filed herewith).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2017. SUN WISE (UK) CO., LTD

By: /s/ Yu Ting Name: Yu Ting Title: Attorney in Fact

SUN WISE ORIENTED (HK) CO., LIMITED

By: /s/ Yu Ting Name: Yu Ting Title: Director

TIANJIN SUN WISE ORIENTED ASSETSMANAGEMENT LIMITED


ZHONGHONG ZHUOYE GROUP CO., LTD


WANG YONGHONG


17

SCHEDULE A

Directors and Officers of Reporting Persons

The name, principal occupation, business address, and citizenship of each of the directors and executive officers of the Reporting Persons are set forth below.

Name Principal Occupation Principal BusinessAddress Citizenship

Zhonghong Zhuoye Group Co., LtdWang Yonghong

President of Zhonghong ZhuoyeGroup Co., Ltd

Building No. 8, EasternInternational, No. 1 Ciyunsi,Chaoyang District, Beijing, China100025

People’s Republic of China

Gao Zhuo

Director and Chief Executive Officerof Zhonghong Zhuoye Group Co., Ltd



Liu Qi

Director and Office Director ofZhonghong Zhuoye Group Co., Ltd



Wang Tao

Director and Finance Project Managerof Zhonghong Zhuoye Group Co., Ltd



Tianjin Sun Wise Oriented Assets Management LimitedLiu Chunxiao

Director of Tianjin Sun Wise OrientedAssets Management Limited; FinanceManager of Zhonghong Zhuoye GroupCo., Ltd



Sun Wise Oriented (HK) Co., LimitedYu Ting

Director of Sun Wise Oriented (HK)Co., Limited; Legal Manager ofZhonghong Zhuoye Group Co., Ltd



Sun Wise (UK) Co., LtdChen Jie

Director of Sun Wise (UK) Co., Ltd;Associate Director at China HuarongAsset Management Co., Ltd.

China Huarong Tower, 60Gloucester Road, Wanchai, HongKong

Commonwealth of Australia

PA Eminent Opportunity VI Limited

Director of Sun Wise (UK) Co., Ltd;Special Purpose Vehicle

Commence Chambers, P.O. Box2208, Road Town, Tortola, BritishVirgin Islands

British Virgin Islands

18

Exhibit 24.1

POWER OF ATTORNEY

The undersigned ( “ Individual Owner ”), on his own behalf and on behalf of Zhonghong Zhuoye Group Co., Ltd, a company incorporated under the laws ofthe People’s Republic of China with limited liability (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the personslisted below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name andon behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Yu Ting

Wang Tong

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments theretorequired to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Individual Owner and the Companywith regard to any securities owned by Individual Owner or the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver alldocuments, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for Individual Owner and/or theCompany in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding uponIndividual Owner and the Company without attestation and without affixation of the seal of Individual Owner or the Company. The Power of Attorney conferredhereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, each of Individual Owner and the Company have caused the Power of Attorney to be executed as of the 18th day of May, 2017.

ZHONGHONG ZHUOYE GROUP CO., LTD By: /s/ Wang Yonghong

Name: Wang Yonghong Title: President

WANG YONGHONG

By: /s/ Wang Yonghong

Exhibit 24.2

POWER OF ATTORNEY

The undersigned, Tianjin Sun Wise Oriented Assets Management Limited, a company incorporated under the laws of the People’s Republic of China withlimited liability (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true andlawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and withrespect to the matters hereinafter described.

Name of Attorney:

Yu Ting

Wang Tong

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments theretorequired to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to anysecurities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments,consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intentand purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding uponthe Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by anyAttorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.

TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED

By: /s/ Liu Chunxiao Name: Liu Chunxiao Title: Director

Exhibit 24.3

POWER OF ATTORNEY

The undersigned, Sun Wise Oriented (HK) Co., Limited, a company incorporated in Hong Kong with limited liability (hereinafter referred to as the “Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafterreferred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Yu Ting

Wang Tong



IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.

SUN WISE ORIENTED (HK) CO., LIMITED By: /s/ Yu Ting

Name: Yu Ting Title: Director

Exhibit 24.4

POWER OF ATTORNEY

The undersigned, Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (hereinafter referred to as the “Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafterreferred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Yu Ting Wang Tong Yongli Wang



IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017. SUN WISE (UK) CO., LTDBy: /s/ Chen Jie

Name: Chen Jie Title: Director

EXHIBIT 99.1

JOINT FILING AGREEMENT

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 astatement on Schedule 13D (including amendments thereto) with respect to the Common Stock of SeaWorld Entertainment, Inc. and further agree that this JointFiling Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this18th day of May, 2017.

SUN WISE (UK) CO., LTD By: /s/ Yu Ting

Name: Yu Ting Title: Attorney in Fact

SUN WISE ORIENTED (HK) CO., LIMITED By: /s/ Yu Ting


TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED By: /s/ Yu Ting


ZHONGHONG ZHUOYE GROUP CO., LTD By: /s/ Yu Ting


WANG YONGHONG


Exhibit 99.2

STOCK PURCHASE AGREEMENT

dated as of

March 24, 2017

among

SUN WISE (UK) CO., LTD

and

THE SELLERS NAMED HEREIN

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1

Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 4

ARTICLE II THE PURCHASE AND SALE 5

Section 2.01 Purchase and Sale 5 Section 2.02 Closing 5 Section 2.03 Adjustments 6 Section 2.04 Withholding Rights 6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 6

Section 3.01 Corporate Existence and Power 6 Section 3.02 Authority of Sellers 6 Section 3.03 Governmental Authorization 7 Section 3.04 Non-contravention 7 Section 3.05 Title 8 Section 3.06 Absence of Litigation 8 Section 3.07 Finders’ Fees 8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 8

Section 4.01 Corporate Existence and Power 8 Section 4.02 Corporate Authorization 8 Section 4.03 Governmental Authorization 9 Section 4.04 Non-contravention 9 Section 4.05 Finders’ Fees 10 Section 4.06 Financing 10 Section 4.07 Absence of Litigation 10 Section 4.08 Ownership of Company Stock 11 Section 4.09 Investment Intention 11 Section 4.10 Anti-Money Laundering Laws, Anti-Terrorism Laws and Similar Laws 11

ARTICLE V COVENANTS OF THE PARTIES 11

Section 5.01 Conduct of the Parties 11 Section 5.02 Reasonable Best Efforts 11 Section 5.03 Public Announcements 14 Section 5.04 Confidentiality 15 Section 5.05 Sellers’ Representative 16 Section 5.06 Additional Payment 16 Section 5.07 Buyer Bank Account 18 Section 5.08 Exclusivity 18

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ARTICLE VI CONDITIONS TO THE CLOSING 18

Section 6.01 Conditions to the Obligations of Each Party 18Section 6.02 Conditions to the Obligations of Buyer 19Section 6.03 Conditions to the Obligations of the Sellers 19Section 6.04 Frustration of Closing Conditions 20

ARTICLE VII TERMINATION 20

Section 7.01 Termination 20Section 7.02 Effect of Termination 22Section 7.03 Release of Escrow Fund Following Termination 22

ARTICLE VIII MISCELLANEOUS 25

Section 8.01 Notices 25Section 8.02 Survival 26Section 8.03 Amendments and Waivers 26Section 8.04 Costs and Expenses 27Section 8.05 Binding Effect; Benefit; Assignment 27Section 8.06 Governing Law 27Section 8.07 Jurisdiction 27Section 8.08 WAIVER OF JURY TRIAL 28Section 8.09 Counterparts; Effectiveness 28Section 8.10 Entire Agreement 28Section 8.11 Severability 28Section 8.12 Specific Performance; Remedies 28Section 8.13 Controlling Language of this Agreement 29Section 8.14 Acknowledgement of No Other Representations or Warranties 29

Exhibit A – Sellers’ Shares

iii

Index of Terms 1933 Act Section 1.01 1934 Act Section 1.01 Affiliate Section 1.01 Agreement Preamble Applicable Law Section 1.01 Bankruptcy and Equity Exception Section 3.02 Blackstone Agreement Section 6.02(c) Blackstone Entities Section 1.01 Burdensome Condition Section 5.02(f)(i) Business Day Section 1.01 Buyer Preamble Buyer Bank Account Section 4.06 Buyer Group Section 7.03(e) Buyer Provided Information Section 8.14(b) CFIUS Section 1.01 CFIUS Approval Section 1.01 CFIUS Investigation Section 1.01 CFIUS Notice Section 5.02(e) Closing Section 2.02(a) Closing Date Section 2.02(a) Closing Date Payment Section 2.02(c) Common Stock Recitals Company Recitals Company Stockholders Agreement Recitals Confidential Information Section 5.04(d) Disclosing Party Section 5.04(a) End Date Section 7.01(b)(i) Escrow Agent Recitals Escrow Agreement Recitals Escrow Fund Recitals Exon-Florio Amendment Section 1.01 Foreign Antitrust Laws Section 3.03(a) Government List Section 1.01 Governmental Authority Section 1.01 Hong Kong Section 1.01 Holdback Shares Section 2.01 HSR Act Section 1.01 knowledge Section 1.01 Lien Section 1.01 MOFCOM Section 1.01 NDRC Section 1.01 NYSE Section 1.01 Order Section 6.01(a) Organizational Documents Section 1.01 Parties Preamble

iv

Per Share Purchase Price Section 2.01 Person Section 1.01 PRC Section 1.01 Purchase Price Section 2.01 Receiving Party Section 5.04(a) Registration Rights Agreement Recitals Representatives Section 1.01 SAFE Section 1.01 Sale Section 2.01 SEC Section 1.01 Seller Preamble Seller Group Section 7.03(e) Seller Provided Information Section 8.14(a) Sellers Preamble Sellers’ Representative Section 5.05(a) Shares Recitals Subsidiary Section 1.01 Sun HK Section 4.01 Wire Transfer Instructions

Section

2.02(b)

v

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “ Agreement ”) dated as of March 24, 2017 among the entities listed on Exhibit A (each a “ Seller ”, andcollectively, 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 ”).

RECITALS

WHEREAS , the Sellers own shares of common stock of SeaWorld Entertainment, Inc., a Delaware corporation (the “ Company ”), par value $0.01 pershare (the “ Common Stock ”);

WHEREAS , each Seller desires to sell the number of shares of Common Stock set forth next to such Seller’s name on Exhibit A (collectively, with respectto all Sellers, the “ Shares ”) to Buyer, and Buyer desires to acquire the Shares from the Sellers, upon the terms and subject to the conditions of this Agreement;

WHEREAS , Buyer and the Sellers’ Representative (as defined below) have entered into an Escrow Agreement as of the date hereof (the “ EscrowAgreement ”) with Citibank, N.A. as the escrow agent (the “ Escrow Agent ”) and Buyer has deposited $50,000,000 (such amount, together with all accruedinterest thereon, the “ Escrow Fund ”) into the escrow account set up pursuant to the Escrow Agreement; and

WHEREAS , Buyer and the Company have entered into that certain Stockholders Agreement, dated as of the date hereof (the “ Company StockholdersAgreement ”) and that certain Registration Rights Agreement, dated as of the date hereof (the “ Registration Rights Agreement ”).

NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties agreeas follows:

ARTICLE IDEFINITIONS

Section 1.01 Definitions . (a) As used herein, the following terms have the following meanings:

“ 1933 Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.For purposes of this Agreement, none of the Sellers shall be deemed to be an Affiliate of the Company or any of its Subsidiaries.

“ Applicable Law ” means, with respect to any Person, any federal, state, provincial, local or foreign law (statutory, common or otherwise), constitution,treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, writ, stipulation or other similar requirement enacted, adopted,promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“ Blackstone Entities ” means the Affiliates of The Blackstone Group L.P. that comprise the private equity business of The Blackstone Group L.P.;provided, however, that the Blackstone Entities shall not include any portfolio company of The Blackstone Group L.P.

“ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Hong Kong are authorizedor required by Applicable Law to close.

“ CFIUS ” means the Committee on Foreign Investment in the United States.

“ CFIUS Approval ” means if, following any discussion between the Parties and CFIUS staff regarding the transaction contemplated by this Agreement,CFIUS staff formally or informally requests the Parties to submit a CFIUS Notice, or if the Parties mutually agree to submit a CFIUS Notice related to the Sale andthe other transactions contemplated by this Agreement, or if a CFIUS Investigation has commenced for any reason, then any of the following: (a) the 30-day reviewperiod under Exon-Florio Amendment shall have expired and the Parties shall have received notice from CFIUS that such review has been concluded and thateither the transactions contemplated hereby do not constitute a “covered transaction” under the Exon-Florio Amendment or there are no unresolved nationalsecurity concerns, and all action under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (b) an investigation shallhave been commenced after such 30-day review period and CFIUS shall have determined to conclude all action under the Exon-Florio Amendment without sendinga report to the President of the United States, and the Parties shall have received notice from CFIUS that there are no unresolved national security concerns, and allaction under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (c) CFIUS shall have sent a report to the Presidentof the United States requesting the President’s decision and the President shall have announced a decision not to take any action to suspend, prohibit or place anylimitations on the transactions contemplated hereby, or the time permitted by law for such action shall have lapsed.

“ CFIUS Investigation ” means, prior to the Closing, a CFIUS review or investigation of the transactions contemplated by this Agreement under the Exon-Florio Amendment.

“ Exon-Florio Amendment ” means Section 721 of Title VII of the Defense Production Act of 1950, as amended (as codified at 50 U.S.C. App. § 4565) andthe regulations promulgated thereunder.

“ Government List ” means any list maintained by any agency or department of any Governmental Authority in the United States of America of Persons,organizations or entities subject to international trade, export, import or transactions restrictions, controls or prohibitions, including (i) the Denied Persons List andEntities List maintained by the United States Department of Commerce, (ii) the List of Specially Designated Nationals and Blocked Persons and the List of SectoralSanctions Identification maintained by the United States Department of Treasury, (iii) the Foreign Terrorist Organizations List and the Debarred Parties Listmaintained by the United States Department of State and (iv) those Persons, organizations and entities listed in the Annex to, or who are otherwise subject to theprovisions of, Executive Order No. 13224 on Terrorist Financing (effective September 21, 2004).

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“ Governmental Authority ” means any transnational, domestic or foreign federal, state, county, municipal or local governmental, regulatory oradministrative authority, department, court, agency or official, including any political subdivision thereof, including any entity exercising executive, legislative,judicial, regulatory, taxing or administrative functions of or pertaining to government.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ knowledge ” means (i) with respect to the Sellers, the actual knowledge of Peter Wallace after due inquiry, and (ii) with respect to Buyer, the actualknowledge of Yoshikazu Maruyama or Yongli Wang, in each case after due inquiry.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse rights or claims ofany kind in respect of such property or asset.

“ MOFCOM ” means the Ministry of Commerce of the PRC and/or its competent provincial or local counterparts.

“ NDRC ” means the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts.

“ NYSE ” means the New York Stock Exchange.

“ Organizational Documents ” means, with respect to any Person, such Person’s certificate of incorporation or formation or organization, articles oforganization, bylaws, partnership agreement, limited partnership agreement, limited liability company agreement, other operating agreement, stockholders’agreement or other similar governing documents of such Person, each as amended through the date hereof.

“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporatedorganization, Governmental Authority or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof(including any person or group as defined in Section 13(d)(3) of the 1934 Act).

“ PRC ” means the People’s Republic of China.

“ Representatives ” mean, with respect to any Party, such Party’s directors, officers, employees, Affiliates, subsidiaries, advisors (including withoutlimitation, financial advisors, attorneys, accountants, actuaries and consultants) and agents.

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“ SAFE ” means the State Administration of Foreign Exchange of the PRC and/or its competent provincial or local counterparts.

“ SEC ” means the Securities and Exchange Commission.

“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect amajority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

Section 1.02 Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in thisAgreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be inclusive and not exclusive. Thecaptions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections,Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexesand Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized termsused in any Exhibit, Annex or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, shall have themeaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. As contextrequires, any masculine gender shall include the feminine and neuter genders; any feminine gender shall include the masculine and neuter genders; and any neutergender shall include masculine and feminine genders. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemedto be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” andcomparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall bedeemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract areto that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Personinclude the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or throughand including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The symbol “$” refersto United States Dollars, the lawful currency of the United States of America. The word “extent” in the phrase “to the extent” means the degree to which a subjector other thing extends and such phrase shall not mean simply “if.” References to “day” shall mean a calendar day unless otherwise indicated as a “Business Day.”Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If anambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proofshall arise favoring or disfavoring any Party by virtue of the authorship of any provision.

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ARTICLE IITHE PURCHASE AND SALE

Section 2.01 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Sellers shall sell and deliver toBuyer, and Buyer shall purchase and acquire from the Sellers, all right, title and interest in and to the Shares, free and clear of all Liens (other than transferrestrictions arising under applicable securities laws and any Liens created by Buyer) in exchange for payment to the Sellers (or their designees) pursuant to Section2.02(c) and Section 2.02(d) in the amount of $23.00 per Share, without interest (the “Per Share Purchase Price” and the aggregate amount of $448,547,449 to bepaid to the Sellers for all 19,502,063 Shares pursuant to Section 2.02(c) and Section 2.02(d), the “Purchase Price”) (such transaction, the “Sale”), subject toadjustment pursuant to Section 2.03; provided, however, that the Sellers may reduce the number of shares of Common Stock comprising the Shares by up to 80,000shares of Common Stock (such amount, if any, the “Holdback Shares”) by delivering notice to Buyer specifying the amount of the Holdback Shares together withan updated Exhibit A not later than the earlier of (x) April 14, 2017 and (y) the date that is two Business Days prior to the Closing, and if Buyer delivers such anotice, the Purchase Price shall be reduced by the Per Share Purchase Price multiplied by the number of Holdback Shares; provided further that, any such reductionresulting in Holdback Shares shall not impede or delay the consummation of the transactions contemplated by this Agreement. At the Closing, each Seller shalldeliver or cause to be delivered to Buyer certificates representing the number of Shares set forth opposite such Seller’s name on Exhibit A (as may be updatedpursuant to the proviso in the previous sentence), each such certificate to be duly endorsed in favor of Buyer or accompanied by a separate stock power dulyexecuted by such Seller.

Section 2.02 Closing .

(a) Upon the terms and subject to the conditions of this Agreement, the closing of the Sale (the “ Closing ”) shall take place at the offices of SimpsonThacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (New York time) on a date as Buyer and the Sellers may mutuallyagree, but in any event no later than three Business Days after the date the conditions set forth in Article VI (other than conditions that by their nature are to besatisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extentpermissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Buyer andthe Sellers may mutually agree (such date being the “ Closing Date ”).

(b) At least five Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Buyer wire transfer instructions (the “ WireTransfer Instructions ”) designating the bank account(s) to which the Purchase Price shall be paid by Buyer at the Closing.

(c) At the Closing, Buyer shall cause to be paid to the Sellers (or their designees), by wire transfer of immediately available funds, at Buyer’s election,either (i) an amount equal to the Purchase Price, which shall be delivered into the bank account(s) as set forth in the Wire Transfer Instructions or (ii) an amount(the “ Closing Date Payment ”) equal to the Purchase Price less the Escrow Fund, which Closing Date Payment shall be delivered into the bank account(s) as setforth in the Wire Transfer Instructions, in each case as the Purchase Price may be adjusted by Section 2.03.

(d) At the Closing, (i) if Buyer delivers or causes to be delivered the Purchase Price in accordance with Section 2.02(c)(i), then Buyer and the Sellers’Representative shall deliver a Joint Release Notice (as defined in the Escrow Agreement) to the Escrow Agent (pursuant to the terms of the Escrow Agreement)instructing the Escrow Agent to deliver the Escrow Fund to Buyer and (ii) if Buyer delivers or causes to be delivered the Closing Date Payment in accordance withSection 2.02(c)(ii), then Buyer and the Sellers’ Representative shall deliver a Joint Release Notice to the Escrow Agent (pursuant to the terms of the EscrowAgreement) instructing the Escrow Agent to deliver the Escrow Fund to the Sellers (or their designees), in the case of either clause (i) or (ii) above, by wire transferof immediately available funds, to the bank accounts specified in the Joint Release Notice.

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Section 2.03 Adjustments . If, during the period between the date of this Agreement and the Closing, (x) the Company declares an ordinary, special orextraordinary dividend in respect of Common Stock with a record date during such period, the Per Share Purchase Price shall be decreased by an amount equal tothe per share amount of such dividend or (y) the Common Stock shall have been changed into a different number of shares or a different class, including by reasonof any reclassification, recapitalization, stock split, reverse stock split or combination, the Per Share Purchase Price and the amount of the Shares shall beappropriately adjusted.

Section 2.04 Withholding Rights . Buyer and its Affiliates and the Escrow Agent shall be entitled to deduct and withhold from the consideration payablehereunder such amounts as it is required to deduct and withhold under applicable U.S. federal, state, local or non-U.S. tax laws; provided, however, that if anyamounts are required to be deducted or withheld under the laws of the PRC (or any jurisdiction thereof or therein), Buyer shall pay such additional amounts as maybe necessary so that the amounts received by the Sellers, after such withholding or deduction (including any such withholding or deduction on such additionalamounts), will not be less than the amounts provided under this Agreement. Any such amounts so withheld and paid over to the applicable taxing authority shall betreated for all purposes of this Agreement as having been paid to the Sellers.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers hereby represent and warrant, jointly and severally, to Buyer that:

Section 3.01 Corporate Existence and Power . Each Seller is an entity duly organized, validly existing and, where applicable, in good standing under theApplicable Laws of the State of Delaware. Each Seller has all corporate (or other organizational) power and authority necessary to own or lease all of its propertiesand assets and to carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate,prevent or materially delay consummation of any of the transactions contemplated by this Agreement or otherwise have a materially adverse effect on the ability ofsuch Seller to perform its material obligations under this Agreement.

Section 3.02 Authority of Sellers . The execution, delivery and performance of this Agreement by the Sellers and the consummation by the Sellers of thetransactions contemplated hereby are within the organizational powers of such Sellers and have been duly authorized by all necessary corporate (or otherorganizational) action on the part of each of the Sellers and all necessary approvals by any of the equityholders of the Sellers and their respective Affiliatesnecessary to authorize the execution, delivery and performance by Sellers of this Agreement and the consummation by the Sellers of the transactions contemplatedhereby have been obtained. This Agreement has been duly executed and delivered by each of the Sellers and, assuming due authorization, execution and deliveryby Buyer, constitutes a legal, valid and binding agreement of each of the Sellers, enforceable against each Seller in accordance with its terms (subject to applicablebankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “Bankruptcy and Equity Exception ”)).

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Section 3.03 Governmental Authorization . The execution, delivery and performance by the Sellers of this Agreement and the consummation by theSellers of the transactions contemplated hereby require no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with,or notification to any Governmental Authority other than:

(a) filings required under, and compliance with other applicable requirements of, the HSR Act and competition, merger control, antitrust or similarApplicable Law of any jurisdiction outside of the United States (“ Foreign Antitrust Laws ”);

(b) such consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications required as a result of the identity ofBuyer or any of its Affiliates;

(c) any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Lawsconcerning state or federal securities or the rules and regulations of the NYSE; or

(d) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would notreasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.

Section 3.04 Non-contravention . The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of thetransactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the OrganizationalDocuments of any of the Sellers, (ii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03have been obtained and all filings and notifications described in Section 3.03 have been made and any waiting periods thereunder have terminated or expired,contravene, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to the Sellers, (iii) assuming that all consents,approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have been obtained and all filings and notifications describedSection 3.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with,filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right oftermination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit to which any Seller isentitled under any term, condition or provision of any material agreement or other instrument binding upon any Seller or (iv) result in the creation or imposition ofany Lien on any property or other asset of any Seller, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably beexpected to, individually or in the aggregate, prevent or materially impair or delay the ability of the Sellers to consummate the transactions contemplated by thisAgreement.

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Section 3.05 Title . Each Seller is the owner of, and has good, valid and marketable title to, the Shares set forth next to such Seller’s name on Exhibit A ,free and clear of any Liens other than transfer restrictions under applicable securities laws. Upon transfer of the Shares to Buyer at the Closing in accordance withthis Agreement, Buyer will own all of the Shares free and clear of any Liens, except for transfer restrictions under applicable securities laws and any Liens createdby Buyer. Other than the Shares set forth on Exhibit A and, if Buyer delivers the notice specified in Section 2.01, other than with respect to Holdback Shares, noSeller or any Blackstone Entity is an owner of any other shares of Common Stock of the Company.

Section 3.06 Absence of Litigation . As of the date of this Agreement, there is no action, suit, investigation, proceeding or claim pending against, or, to theknowledge of the Sellers, threatened against, or any order, judgment, ruling or decree imposed upon, the Sellers or any of their respective Affiliates before (or, inthe case of threatened actions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreementwith, or continuing investigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation ofthe Sale or the other transactions contemplated by this Agreement.

Section 3.07 Finders’ Fees . No Seller has entered into any agreement or arrangement entitling any investment banker, broker, finder or financial advisor toany fee or commission in connection with the transactions contemplated by this Agreement for which Buyer or its Affiliates would be responsible.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Sellers that:

Section 4.01 Corporate Existence and Power . Buyer is duly organized, validly existing and, where applicable, in good standing under the ApplicableLaws of England and Wales. Buyer has all corporate or other organizational powers and all authority necessary to own or lease all of its properties and assets and tocarry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, prevent or materiallydelay consummation of any of the transactions contemplated by this Agreement or otherwise have a materially adverse effect on the ability of Buyer to perform itsmaterial obligations under this Agreement. Sun Wise Oriented (HK) Co., Limited, a company incorporated under the laws of Hong Kong Special AdministrativeRegion of the PRC (“ Sun HK ”) is the sole owner of all of the share capital or other equity interests of Buyer. Zhonghong Zhuoye Group Co. Ltd., a companyincorporated under the laws of the PRC, is the sole owner of all of the share capital or other equity interests of Sun HK.

Section 4.02 Corporate Authorization . The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of thetransactions contemplated hereby are within the organizational powers of Buyer and have been duly authorized by all necessary corporate or other organizationalaction on the part of Buyer and no approval by any of the equityholders of Buyer or its Affiliates is necessary to authorize the execution, delivery and performanceby Buyer of this Agreement and the consummation by Buyer of the transactions

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contemplated hereby. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery by the Sellers,constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (subject to the Bankruptcy and Equity Exception).

Section 4.03 Governmental Authorization .

(a) The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated herebyrequire no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with, or notification to any Governmental Authorityother than:

(i) filings required under, and compliance with other applicable requirements of, the HSR Act and Foreign Antitrust Laws;

(ii) such consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications required as a result of theidentity of the Sellers or any of their respective Affiliates;

(iii) any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other ApplicableLaws concerning state or federal securities or the rules and regulations of the NYSE; or

(iv) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would notreasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.

(b) No consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications by NDRC, MOFCOM, SAFE or anyother Governmental Authorities in the PRC are required in connection with the execution, delivery or performance of this Agreement.

Section 4.04 Non-contravention . The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactionscontemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents ofBuyer, (ii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and allfilings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with orresult in a violation or breach of any provision of any Applicable Law with respect to Buyer, (iii) assuming that all consents, approvals, authorizations, permits,declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made andany waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of,actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, anacceleration of performance

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required or other change of any right or obligation or the loss of any benefit to which Buyer is entitled under any term, condition or provision of any materialagreement or other instrument binding upon Buyer or (iv) result in the creation or imposition of any Lien on any property or other asset of Buyer, with only suchexceptions, in the case of each of clauses (ii) through (iv), that would not reasonably be expected to, individually or in the aggregate, prevent or materially impair ordelay the ability of Buyer to consummate the transactions contemplated by this Agreement.

Section 4.05 Finders’ Fees . Buyer has not entered into any agreement or arrangement entitling any investment banker, broker, finder or financial advisor toany fee or commission in connection with the transactions contemplated by this Agreement for which the Sellers or their Affiliates would be responsible.

Section 4.06 Financing . As of the date of this Agreement, Buyer has (and at the Closing, Buyer will have) sufficient funds on hand in Wing Lung Banklocated in Hong Kong in the name and under the control of Buyer or Sun HK (the “ Buyer Bank Account ”) to (together with the Escrow Fund) pay the PurchasePrice and all fees and expenses payable by Buyer in connection with the transactions contemplated by this Agreement. Buyer has provided to the Sellers and theCompany an accurate bank statement showing proof of the amount of funds in the Buyer Bank Account as of the date hereof, which funds are sufficient toconsummate the transactions contemplated hereby. Buyer or Sun HK is the owner of, and has good, valid and marketable title to, the Buyer Bank Account and thefunds deposited therein, free and clear of any Liens or other restrictions on use or transfer thereof or withdrawal of funds therefrom, including with respect tocurrency exchange or other restrictions or requirements under Applicable Law. Notwithstanding anything in this Agreement to the contrary, Buyer affirms,represents and warrants that it is not a condition to the Closing or to any of its obligations under this Agreement that it obtain financing for the transactionscontemplated by this Agreement.

Section 4.07 Absence of Litigation . As of the date of this Agreement, there is no action, suit, investigation, proceeding or claim pending against, or, to theknowledge of Buyer, threatened against, or any order, judgment, ruling or decree imposed upon, Buyer or any of its Affiliates before (or, in the case of threatenedactions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreement with, or continuinginvestigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation of the Sale or the othertransactions contemplated by this Agreement.

Section 4.08 Ownership of Company Stock . None of Buyer or any of its Affiliates owns (directly or indirectly, beneficially or of record), or is a party toany agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company other thanthis Agreement, the Registration Rights Agreement and the Company Stockholders Agreement.

Section 4.09 Investment Intention . Buyer has knowledge and experience in financial and business matters and it is capable of evaluating the merits andrisks of acquiring the Shares. Buyer is an “accredited investor” as that term is defined in Regulation D promulgated under the 1933 Act and is a “qualifiedinstitutional buyer” as defined in Rule 144A promulgated under the

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1933 Act. Buyer will acquire the Shares for investment purposes, for its own account and not with a view towards distribution or for sale in violation of the 1933Act. Buyer is acting as principal, and not as agent, in connection with the Sale and Applicable Laws concerning federal and state securities. Buyer understands thatthe Shares have not been registered under the 1933 Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered underthe 1933 Act or Applicable Laws concerning foreign securities or pursuant to an applicable exemption therefrom and pursuant to Applicable Laws concerning statesecurities, as applicable.

Section 4.10 A nti-Money Laundering Laws, Anti-Terrorism Laws and Similar Laws .

(a) None of Buyer, any Person directly or indirectly controlling or controlled by Buyer, or, to Buyer’s knowledge, after reasonable review of publiclyavailable information, any of Buyer’s beneficial owners is included on a Government List or is owned in any amount or controlled by any Person on a GovernmentList, as amended from time to time.

(b) None of Buyer, any Person directly or indirectly controlling or controlled by Buyer, or, to Buyer’s knowledge, after reasonable review of publiclyavailable information, any of Buyer’s beneficial owners is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers,including those Persons or entities that appear on any Government List, as amended from time to time.

(c) None of the funds to be used to purchase the Shares or in connection with the transactions identified in this Agreement shall be knowingly derivedfrom any activities that contravene any Applicable Laws concerning money laundering, terrorism, narcotics trafficking, or bribery, or from any Person, entity,country, or territory on a Government List.

ARTICLE VCOVENANTS OF THE PARTIES

Section 5.01 Conduct of the Parties . Buyer shall not, and shall cause its Subsidiaries not to from the date of this Agreement until the first to occur of theClosing Date or the termination of this Agreement in accordance with its terms, take any action or fail to take any action that is intended to or would reasonably beexpected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Buyer to consummate the Sale or the other transactionscontemplated by this Agreement on the terms and subject to the conditions set forth in this of this Agreement.

Section 5.02 Reasonable Best Efforts .

(a) Subject to the terms and conditions of this Agreement, Buyer and the Sellers shall use their respective reasonable best efforts to take, or cause to betaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated bythis Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party alldocumentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to

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consummate the transactions contemplated by this Agreement and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations andother confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate thetransactions contemplated by this Agreement.

(b) In furtherance and not in limitation of the foregoing, (i) Buyer shall make an appropriate filing of a Notification and Report Form pursuant to theHSR Act with respect to the transactions contemplated hereby within five Business Days hereof, including providing notice of such filing to the Company asrequired by the HSR Act, (ii) Buyer and the Sellers shall supply as promptly as reasonably practicable any additional information and documentary material thatmay be requested pursuant to the HSR Act and (iii) Buyer shall use its reasonable best efforts to take all other actions necessary to cause the expiration ortermination of the applicable waiting periods under the HSR Act as soon as practicable; provided, that nothing herein shall prohibit Buyer or the Sellers from, ingood faith, seeking to limit the scope or content of any such request.

(c) In furtherance and not in limitation of the foregoing, each of Buyer and the Sellers shall use their respective reasonable best efforts to, and Buyershall cause its Subsidiaries to use their reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with aGovernmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before aGovernmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, including by (A) defending againstall lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or theconsummation or the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuitor other proceeding, (B) seeking to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummatethe transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (C) executing and delivering anyadditional instruments necessary to consummate the transactions contemplated hereby, and (ii) keep the other Party informed in all material respects and on areasonably timely basis of (x) any substantive communications received by such Party from, or given by such Party to, the Federal Trade Commission, the AntitrustDivision of the Department of Justice, CFIUS or any other Governmental Authority and of any substantive communications received or given in connection withany proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and (y) the status of any request, inquiry,investigation, action or legal proceeding from, by or before any Governmental Authority or third party with respect to the transactions contemplated by thisAgreement. Subject to Applicable Law relating to the exchange of information, each of Buyer and the Sellers shall have the reasonable opportunity to review inadvance, and will consult the other Parties or Party on and consider in good faith the views of the other Parties or Party in connection with any filing, analysis,appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Authority in connection with the transactionscontemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with anyrequest, inquiry, investigation, action or legal proceeding by or from any Governmental Authority with respect to the transactions contemplated by this Agreement,each of Buyer, on the one hand, and

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the Sellers, on the other hand, will permit authorized Representatives of the other Parties or Party to be present at each substantive meeting or conference with aGovernmental Authority relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with anydocument, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legalproceeding. With respect to any materials required to be given by either Party to the other Party pursuant to this Section 5.02(c), such first Party may give suchmaterials to such second Party’s outside counsel, instead of directly to such second Party.

(d) In furtherance and not in limitation of the foregoing, each of Buyer and the Sellers shall use their respective reasonable best efforts to resolve suchobjections, if any, as may be asserted by a Governmental Authority or other Person with respect to the transactions contemplated hereby.

(e) In furtherance and not in limitation of the foregoing, if (i) a filing is formally or informally requested by CFIUS; (ii) Buyer and the Sellers mutuallyagree to make a CFIUS filing related to the Sale and the other transactions contemplated by this Agreement; or (iii) a CFIUS Investigation is commenced for anyother reason, then, in each case, Buyer and the Sellers shall as promptly as reasonably practicable submit to CFIUS a draft of a joint voluntary notice of thetransaction contemplated by this Agreement (the “ CFIUS Notice ”). Each of Buyer and the Sellers shall use its reasonable best efforts to provide any requestedsupplemental information and other related information pursuant to the Exon-Florio Amendment, and submit a final CFIUS Notice and other related informationpursuant to the Exon-Florio Amendment as promptly as reasonably practicable after receiving any comments to the draft CFIUS Notice during the pre-noticeconsultation process; provided, that nothing herein shall prohibit Buyer or the Sellers from, in good faith, seeking to limit the scope or content of any such request.Each of Buyer and the Sellers shall, as promptly as reasonably practicable, provide, or cause to be provided, all agreements, documents, instruments, affidavits orinformation that may be required or requested by CFIUS relating to such Party or its Affiliates or its or their structure, ownership, businesses, operations, regulatoryand legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their directors, officers, employees, partners,members or shareholders; provided, that nothing herein shall prohibit Buyer or the Sellers from, in good faith, seeking to limit the scope or content of any suchrequest.

(f) For the purposes of this Section 5.02, “ reasonable best efforts ” shall be deemed to include, subject to the proviso below, complying with anyrequirements of Applicable Law or order of any Governmental Entity that may be imposed in connection with seeking and obtaining any consents, approvals,authorizations, waivers or exemptions of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement; provided, that, forthe purposes of this Section 5.02, “reasonable best efforts” shall not require, or be deemed to require:

(i) Buyer or any of its Affiliates to agree to or take any action that would result in any arrangements, conditions or restrictions imposed by anyGovernmental Authority that would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect on the business ofthe Company and its Subsidiaries, taken as a whole, or (B) a material adverse effect on the

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businesses of Buyer and its Subsidiaries, taken as a whole (any such arrangements, conditions or restrictions, a “ Burdensome Condition ”); providedthat any arrangements, conditions or restrictions relating to Buyer’s physical or other access to (x) the Company’s information technology systems orservers or (y) personal identifier, financial or other data pertaining to individual theme park guests, shall not contribute to or constitute, individually orin the aggregate, a Burdensome Condition; or

(ii) The Sellers to be obligated to agree to or take any action, make any commitment or incur any liability or other obligation other than to takethe actions specifically described in clause (i) of Section 5.02(a), clause (ii) of Section 5.02(b), Section 5.02(c) and Section 5.02(e).

(iii) Notwithstanding the foregoing, prior to Buyer being entitled to invoke a Burdensome Condition, Buyer and the Sellers and their respectiveRepresentatives shall meet and confer in good faith in order to (x) exchange and review their respective views and positions as to such BurdensomeCondition and (y) discuss and present to, and engage with, the applicable Governmental Authority regarding any potential approaches or workaroundsthat would avoid such Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition.

(g) For the avoidance of doubt, no member of the Seller Group shall have any obligation under this Agreement to request or cause the Company or itsAffiliates to take or refrain from taking any action pursuant to this Section 5.02 or any other provision of this Agreement and neither the Company nor any of itsAffiliates shall have any obligations pursuant to this Section 5.02 or any other provision of this Agreement.

Section 5.03 Public Announcements . The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonablyagreed upon by Buyer, on the one hand, and the Sellers, on the other hand. Thereafter, each of Buyer, on one hand, and the Sellers, on the other hand, shall obtainthe other Parties’ or Party’s prior written consent before such Party or Parties issue(s) a press release concerning this Agreement and the transactions contemplatedhereby; provided , that each Party may make any disclosures or filings as permitted pursuant to Section 5.04.

Section 5.04 Confidentiality .

(a) This Agreement and the terms hereof are confidential and shall be deemed to be “Confidential Information” for purposes of this Section 5.04. Inconnection with the transactions contemplated by this Agreement, Buyer, on one hand, and the Sellers, on the other hand, may exchange certain ConfidentialInformation (the Party disclosing such Confidential Information shall be referred to herein as the “ Disclosing Party ” and the Party receiving suchConfidential Information shall be referred to herein as the “ Receiving Party ”). Each Receiving Party shall, and shall instruct its respective Affiliates andRepresentatives to, maintain in confidence and not disclose the Disclosing Party’s Confidential Information to any Person other than its Representatives whohave a

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need to know such information in connection with the transactions contemplated by this Agreement and the Receiving Party shall be liable for any breach ofthis Section 5.04 by such Persons; provided , that (i) a Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securitiesexchange, or in any filings with the SEC as required by the 1934 Act, (ii) a Party may disclose the terms of this Agreement in connection with thesubmissions contemplated by Section 5.02, or (iii) any Receiving Party may disclose such Confidential Information to the extent such ConfidentialInformation is required to be disclosed by Applicable Law, as advised by outside legal counsel, in which case the Receiving Party shall promptly notify, tothe extent legally permissible, the Disclosing Party so that the Disclosing Party may take reasonable steps to contest such requirement or to protect theDisclosing Party’s rights prior to disclosure, and the Receiving Party shall cooperate in a reasonable manner with the Disclosing Party in obtaining any suchremedy. If such remedy is not obtained or the provisions of this Section 5.04 are otherwise waived, the Receiving Party may, without liability hereunder,disclose such Confidential Information that it is advised by its outside legal counsel that it is legally required to disclose under such Applicable Law.

(b) Promptly upon written demand by the Disclosing Party at any time, the Receiving Party agrees promptly to return or destroy (to the extent legallypermissible), at the Receiving Party’s option, all Confidential Information (other than this Agreement). Notwithstanding the foregoing sentence of thisSection 5.04(b), the Receiving Party and its Representatives shall each have the right to retain the Confidential Information to the extent required byapplicable legal, professional or regulatory obligation, including any bona fide internal policies and procedures implemented in connection therewith, and theReceiving Party and its Representatives may retain electronic copies of Confidential Information created pursuant to standard archival/back-up procedures;provided, that notwithstanding any termination of this Agreement and subject to Section 5.04(c), so long as the Receiving Party or its Representatives retainany such Confidential Information, such Confidential Information shall continue to remain confidential pursuant to the terms of this Section 5.04 as if suchSection shall have continued to remain in full force and effect.

(c) This Section 5.04 shall terminate upon the two year anniversary of the earlier of the (i) Closing Date and (ii) the termination of this Agreementpursuant to Section 7.01.

(d) For purposes of this Agreement, “ Confidential Information ” shall mean oral and written proprietary or confidential information concerning anyPerson; provided , that “Confidential Information” shall not include any information that any Receiving Party can demonstrate: (i) at the time of disclosure orthereafter is generally available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or its Representatives inviolation of this Section 5.04), (ii) is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other thanthe Disclosing Party or its Representatives, provided that, to the Receiving Party’s or such Representative’s knowledge, such source was not prohibited fromdisclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to the Disclosing Party, (iii) is already in theReceiving Party’s or any of

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its Representative’s possession on a non-confidential basis (other than information furnished by or on behalf of the Disclosing Party) or (iv) is independentlydeveloped or acquired by the Receiving Party or any of its Representatives without reference to, or use of, any Confidential Information and withoutotherwise violating this Section 5.04.

Section 5.05 Sellers’ Representative .

(a) Each Seller hereby designates SW Delaware L.P. as the initial representative for and on behalf of the Sellers (the “ Sellers’ Representative ”) asattorney-in-fact and agent to act on behalf of such Seller Party in this Agreement and the Escrow Agreement, including the power and authority to:

(i) enter into the Escrow Agreement and to authorize payments from the Escrow Fund to the Sellers or Buyer;

(ii) determine any adjustments to Purchase Price and the amount of Shares as provided in Section 2.03; and

(iii) take all actions necessary or appropriate or refrain from doing all such further acts and things, and to execute all such documents, as theSellers’ Representative shall deem appropriate in conjunction for the accomplishment of any of the foregoing.

(b) The Sellers’ Representative may resign at any time upon giving notice thereof to Buyer. Prior to any such resignation, the resigning Sellers’Representative shall, on behalf of the Sellers, appoint its successor. Upon any appointment as the Sellers’ Representative hereunder, such successor Sellers’Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Sellers’ Representative, and theretiring Sellers’ Representative shall be discharged from its duties and obligations as the Sellers’ Representative hereunder. After any retiring Sellers’Representative’s resignation as the Sellers’ Representative, the provisions of this Section 5.05 shall continue in effect for such retiring Sellers’Representative benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Seller’s Representative.

(c) Each Seller hereby agrees (i) that any member of the Buyer Group shall be entitled to rely on any and all statements made by and actions taken bythe Sellers’ Representative without any liability to, or obligation to inquire of, any Seller, and (ii) each Seller shall be jointly and severally liable to eachmember of the Buyer Group for any and all losses or damages incurred by such Person arising out of any breach of this Section 5.05 by the Sellers’Representative or any Seller.

Section 5.06 Additional Payment .

(a) If, after the date of this Agreement and prior to the one-year anniversary of the Closing, Buyer (or any group) directly or indirectly becomes thebeneficial owner of shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of thethen-outstanding shares of Common

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Stock, Buyer shall, concurrent with and as a condition to the closing of the acquisition of shares of Common Stock that results in such majority ownership,pay to the Sellers (or their designees), in respect of each Share sold to Buyer at the Closing, the excess, if any, of the highest price per share paid by Buyer(or any group) for shares of Common Stock over $23.00 (applying appropriate adjustments to any stock split, stock dividend, or other transaction that wouldcustomarily warrant an adjustment in such circumstance) (the “ Excess Payment ”).

(b) Notwithstanding Section 5.06(a), no Excess Payment shall be due or payable in the event that:

(i) Buyer (or any group) directly or indirectly becomes the beneficial owner of shares of Common Stock that, together with any other sharesbeneficially owned by Buyer (or any group), constitute a majority of the then-outstanding shares of Common Stock, and

(ii) Buyer (or any group) becomes such owner following either

(A) any bona fide proposal or offer (whether binding or non-binding) to acquire, directly or indirectly, shares of Common Stockwhich, together with any other shares beneficially owned by the Third Party (defined below), constitute a majority of the then-outstandingshares of Common Stock, or to engage in a merger or other business combination with the Company (each, an “ Acquisition Proposal ”),which Acquisition Proposal (1) specified a proposed purchase price per share of Common Stock and was made by a third party (the “ ThirdParty ”) that is not an Affiliate of Buyer (or any group) and is not acting in concert with Buyer (or any group) (whether at the time of suchAcquisition Proposal, or at any time thereafter), and (2) following which Acquisition Proposal, the Company, the board of directors of theCompany, or a committee of the board of directors of the Company, engages, participates, or becomes involved in any substantive discussionsor negotiations with such Third Party regarding such Acquisition Offer, or

(B) any solicitation by the Company of an Acquisition Proposal after the date of this Agreement from a Third Party, and

(iii) the Acquisition Proposal referred to in Section 5.06(b)(ii)(A) or Section 5.06(b)(ii)(B) did not follow an inquiry, suggestion, indication ofinterest, offer or proposal (whether binding or non-binding) by or on behalf of Buyer (or any group) to acquire shares of Common Stock that, togetherwith any other shares beneficially owned by Buyer (or any group), constitute a majority of the then outstanding shares of the Common Stock, or toengage in a merger or other business combination with the Company or any discussions by or on behalf of Buyer (or such group), on the one hand, andthe Company or its Representatives, on the other hand, relating to any such inquiry, suggestion, indication of interest, offer or proposal.

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(c) For purposes of this Section 5.06, (i) the term “group” shall mean any group (with such term to have the meaning as set forth in Section 13(d)(3) ofthe 1934 Act) of which Buyer or an Affiliate of Buyer is a member or with respect to which Buyer or an Affiliate of Buyer has any agreement, arrangementor understanding to become a member and (ii) the term “beneficial owner” shall have the meaning set forth in Rule 13d-3 or Rule 16a-1 promulgated underthe 1934 Act and it shall be presumed that beneficial ownership of shares of Common Stock shall be obtained by Buyer (or any group) upon the requisiteapproval of the holders of the Common Stock to a merger agreement or other business combination that provides for the acquisition of such shares ofCommon Stock by Buyer (or any group). Any Excess Payment shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes,except as otherwise required pursuant to a final “determination” within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended.

Section 5.07 Buyer Bank Account . Neither Buyer nor any of its Affiliates shall, without the prior written consent of the Sellers, reduce, transfer, withdraw,remove or otherwise decrease the amount of available funds in the Buyer Bank Account, pledge, grant, create or otherwise permit to exist any Liens on the BuyerBank Account or the funds deposited therein or other restrictions on use or transfer thereof or withdrawal of funds therefrom, or otherwise take any action withrespect to the Buyer Bank Account, in each case, that would reasonably be expected to prevent, impede or delay the consummation of the transactionscontemplated herein.

Section 5.08 Exclusivity . Each Seller agrees that it will not, nor will it permit its directors, officers, employees or the Blackstone Entities to (and it will notcause its other Representatives to), between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms,solicit, initiate, participate in negotiations with respect to, encourage or assist the submission of any proposal, negotiation or offer from any Person, other thanBuyer and its Representatives, relating to the direct or indirect sale or any other form of disposition of the Shares; provided that the foregoing shall not restrict theactivities of any such Representative that is also a member of the Company’s board of directors in his or her capacity as a director of the Company or any actionsby the Sellers or any of their Representatives, but only to the extent any such action is used to prepare any such member to act in such capacity.

ARTICLE VICONDITIONS TO THE CLOSING

Section 6.01 Conditions to the Obligations of Each Party . The respective obligations of each of the Parties to consummate the Sale are subject to thesatisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following conditions:

(a) No restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint orprohibition preventing the consummation of the Sale (an “ Order ”) shall have taken effect after the date hereof and shall still be in effect.

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(b) Any applicable waiting period (and any extension thereof) under the HSR Act relating to the Sale shall have expired or been terminated.

(c) CFIUS Approval (if applicable) shall have been obtained at or prior to the Closing.

Section 6.02 Conditions to the Obligations of Buyer . The obligations of Buyer to consummate the Sale are subject to the satisfaction (or waiver, ifpermissible under Applicable Law) on or prior to the Closing Date of the following further conditions:

(a) (i) each of the Sellers shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to theClosing, (ii) (A) the representations and warranties of the Sellers contained in Section 3.05 (Title) shall be true and correct in all respects (except for deminimis inaccuracies) at and as of the date hereof and the Closing as if made at and as of such time and (B) all other representations and warranties of theSellers contained in this Agreement or in any certificate or other writing delivered by the Sellers pursuant hereto (disregarding all materiality qualificationscontained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations andwarranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only suchexceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of the Sellers toconsummate the Sale and the other transactions contemplated hereby and (iii) Buyer shall have received a certificate signed by the general partner or anauthorized signatory of each of the Sellers to the foregoing effect.

(b) Each of the Sellers shall have delivered to Buyer a duly executed certificate of non-foreign status satisfying the requirements set forth in U.S.Treasury Regulations Section 1.1445-2(b)(2).

(c) The Sellers shall have delivered to Buyer written resignations, in form and substance reasonably acceptable to Buyer and effective as of theClosing, from each member of the board of directors of the Company nominated by the Blackstone Group or any Blackstone Entity (as such terms aredefined in that certain Stockholders Agreement, dated April 24, 2013, by and among the Company and the other parties thereto (the “ BlackstoneAgreement ”)), pursuant to the Blackstone Agreement.

Section 6.03 Conditions to the Obligations of the Sellers . The obligations of the Sellers to consummate the Sale are subject to the satisfaction (or waiver,if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions:

(a) (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing,(ii) the representations and warranties of Buyer contained in this Agreement or in any certificate or other writing delivered by the Sellers pursuant hereto(disregarding all materiality qualifications

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contained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations andwarranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only suchexceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of Buyer toconsummate the Sale and the other transactions contemplated hereby; and (iii) the Sellers shall have received a certificate signed by an executive officer ofBuyer to the foregoing effect.

Section 6.04 Frustration of Closing Conditions . Prior to the End Date, none of the Sellers or Buyer may rely on the failure of any condition set forth inArticle VI to be satisfied if such failure was caused by such Party’s failure to use the standard of efforts required from such Party to comply with this Agreementand to consummate the Sale and the other transactions contemplated by this Agreement.

ARTICLE VIITERMINATION

Section 7.01 Termination . This Agreement may be terminated and the Sale may be abandoned at any time prior to the Closing:

(a) by mutual written agreement of the Sellers and Buyer;

(b) by either Buyer or the Sellers, by written notice to the other Parties or Party, as applicable, if:

(i) The Sale has not been consummated on or before May 8, 2017 (as such date may be extended pursuant to the following proviso, the “ EndDate ”); provided, that if on May 8, 2017, (x) (1) a CFIUS Investigation has been commenced but CFIUS Approval has not been obtained and/or(2) the waiting period (and any extension thereof) under the HSR Act relating to the Sale has not expired or been terminated but (y) all otherconditions to the Closing set forth in Article VI shall have been satisfied or, if permissible under Applicable Law, waived by the Party entitled towaive such condition (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on such date),then the End Date may be extended to August 7, 2017 if either Buyer or the Sellers notify the other Parties or Party, as applicable, in writing on orprior to May 8, 2017 of Buyer’s or the Sellers’ election to so extend the End Date; provided , further , that the right to terminate this Agreementpursuant to this Section 7.01(b)(i) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement results inthe failure of the Sale to be consummated by such time;

(ii) There shall be any Order preventing the consummation of the Sale in effect that shall have become final and nonappealable; provided , thatthe right to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall not be available to any Party or Parties whose breach or breaches of anyprovision of this Agreement results in such Order; or

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(iii) The President of the United States of America shall have made a determination under the Exon-Florio Amendment to suspend or to blockthe transactions contemplated by this Agreement; provided , that the right to terminate this Agreement pursuant to this Section 7.01(b)(iii) shall not beavailable to any Party or Parties whose breach or breaches of any provision of this Agreement results in such action by the President of the UnitedStates of America.

(c) By Buyer, by written notice to the Sellers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the partof any Sellers set forth in this Agreement shall have occurred that (A) would cause the conditions set forth in clauses (i) or (ii) of Section 6.02(a) not to besatisfied, and (B) is incapable of being cured by the End Date or, if curable, is not cured by the Sellers within 30 days of receipt by the Sellers of writtennotice of such breach or failure (or, if the End Date is less 30 days from the date of receipt of such notice, by the End Date); provided , that Buyer shall nothave the right to terminate this Agreement pursuant to this Section 7.01(c) if, at the time of the delivery of such notice, Buyer is in material breach of itsobligations under this Agreement.

(d) By the Sellers, by written notice to Buyer, if:

(i) A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyer set forth in this Agreementshall have occurred that would (A) cause the conditions set forth in clauses (i) or (ii) of Section 6.03(a) not to be satisfied, and (B) is incapable ofbeing cured by the End Date or, if curable, is not cured by Buyer within 30 days of receipt by Buyer of written notice of such breach or failure (or, ifthe End Date is less than 30 days from the date of receipt of such notice, by the End Date); provided , that the Sellers shall not have the right toterminate this Agreement pursuant to this Section 7.01(d)(i) if, at the time of the delivery of such notice, the Sellers are in material breach of theirobligations under this Agreement; or

(ii) (A) All of the conditions set forth in Section 6.01 and Section 6.02 (other than those conditions that by their terms are to be satisfied at theClosing) have been satisfied or waived (subject to Section 6.04), (B) the Sellers have delivered to Buyer an irrevocable written notice confirming thatall of the conditions set forth in Section 6.03 have been satisfied (or that the Sellers are willing to waive any unsatisfied conditions in Section 6.03)and that the Sellers are ready, willing and able to consummate the Closing, and (C) Buyer fails to complete the Closing within three Business Daysfollowing the date on which the Closing should have occurred pursuant to Section 2.02(a).

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Section 7.02 Effect of Termination . If this Agreement is terminated in accordance with Section 7.01, this Agreement shall become void and of no effectand without liability of any member of the Buyer Group or Seller Group (any of their respective Representatives (including as “Representatives”, with respect toBuyer and solely for purposes of this Section 7.02, any actual debt financing sources of Buyer)) to the other Parties, in each case, relating to, based on or arisingunder or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), ineach case whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of anylaws or otherwise and whether by or through attempted piercing of the corporate veil; provided that the provisions of this Section 7.02, Sections 5.04 and 7.03 andArticle VIII shall survive any termination hereof in accordance with Section 7.01 and, subject to Section 7.03, none of the Sellers or Buyer shall be relieved orreleased from any liabilities or damages arising out of its willful and intentional breach of any provision of this Agreement.

Section 7.03 Release of Escrow Fund Following Termination .

(a) Release to Sellers . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’ Representativeand Buyer shall take all actions necessary, required or advisable (including the Sellers’ Representative executing and delivering a Sellers Release Notice (as definedin the Escrow Agreement) to the Escrow Agent) to cause the Escrow Fund to be immediately released to the Sellers (or their designee) pursuant to the terms of theEscrow Agreement in the following circumstances:

(i) (A) all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied other than (x) those conditions that by their terms areto be satisfied at the Closing and (y) Section 6.01(a) (solely as a result of an Order from a Governmental Authority in the PRC) and (B) thisAgreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(i);

(ii) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(ii) or Section 7.01(b)(iii) (solely as a result ofan Order from a Governmental Authority in the PRC); or

(iii) this Agreement is terminated by the Sellers in accordance with Section 7.01(d)(i) or Section 7.01(d)(ii).

(b) Release to Sellers and Buyer . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’Representative and Buyer shall take all actions necessary, required or advisable (including the Sellers’ Representative executing and delivering a Sellers ReleaseNotice to the Escrow Agent) to cause one-half of the Escrow Fund to be immediately released to the Sellers (or their designee) and one-half of the Escrow Fund tobe immediately released to Buyer (or its designee) pursuant to the terms of the Escrow Agreement in the following circumstances:

(i) (A) all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied other than (x) those conditions that by their terms areto be satisfied at the Closing and (y) Section 6.01(a) (and at the time of such termination there shall be an Order in effect from a GovernmentalAuthority in the PRC preventing the consummation of the Sale) and (B) this Agreement is terminated by either the Sellers or Buyer in accordance withSection 7.01(b)(i); or

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(ii) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(ii) (and at the time of such termination thereshall be an Order in effect from a Governmental Authority in the PRC preventing the consummation of the Sale).

This Section 7.03(b) shall not be applicable if Section 7.03(a) is applicable.

(c) Release to Buyer . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’ Representativeand Buyer shall take all actions necessary, required or advisable (including executing any joint instructions required pursuant to the Escrow Agreement) to causethe Escrow Fund to be immediately released to Buyer (or its designee) pursuant to the terms of the Escrow Agreement in the following circumstances:

(i) This agreement is terminated pursuant to Section 7.01(a);

(ii) This Agreement is terminated by either the Sellers or Buyer pursuant to Section 7.01(b)(i) in any circumstance other than the circumstancesdescribed in Section 7.03(a)(i) or Section 7.03(b)(i) above;

(iii) this Agreement is terminated by either the Sellers or Buyer (x) pursuant to Section 7.01(b)(ii) in any circumstance other than thecircumstances described in Section 7.03(a)(ii) or Section 7.03(b)(ii) above or (y) pursuant to Section 7.01(b)(iii) in any circumstance other than thecircumstances described in Section 7.03(b)(ii) above; or

(iv) this Agreement is terminated by Buyer pursuant to Section 7.01(c).

(d) The Parties acknowledge that the Escrow Fund or one-half of the Escrow Fund, as applicable, is a reasonable forecast of the actual damages to theSellers and constitutes liquidated damages and not a penalty. The Parties acknowledge that the agreements contained in this Section 7.03 are an integral part of thetransactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either Buyer orthe Sellers’ Representative fails to cause the Escrow Fund to be released pursuant to the terms of this Section 7.03, such Party shall also pay any documented out-of-pocket costs and expenses (including attorney fees) incurred by the other Party in connection with a legal action to enforce this Agreement that results in ajudgment against the Party failing to cause the Escrow Fund to be released pursuant to Section 7.03.

(e) Subject to the proviso in the last sentence of Section 8.12, in the event that Buyer fails to effect the Closing for any reason or no reason or itotherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully,intentionally, unintentionally or otherwise), then the Sellers’ rights (i) to terminate this Agreement and receive the Escrow Fund in accordance with Section 7.03(a)or one-half of the Escrow Fund pursuant to Section 7.03(b) and (ii) to receive any amounts due to the Sellers pursuant to Section 7.03(d) shall be the sole andexclusive

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remedy (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any lawsor otherwise and whether by or through attempted piercing of the corporate veil) of the Sellers and any of their respective Affiliates against (A) Buyer, (B) theformer, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents,attorneys, Affiliates, members, managers, general or limited partners, stockholders, or assignees of Buyer, (C) any lender or prospective lender, lead arranger,arranger, agent or representative of or to Buyer or (D) any holders or future holders of any equity, stock, partnership or limited liability company interest,controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any ofthe foregoing (clauses (A) – (D), collectively, the “ Buyer Group ”), for any loss or damage suffered as a result of any breach of any representation, warranty,covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally,unintentionally or otherwise) or other failure of the Sale or the other transactions contemplated by this Agreement to be consummated (whether willfully,intentionally, unintentionally or otherwise). For the avoidance of doubt, none of Buyer or any other member of the Buyer Group shall have any liability formonetary damages of any kind or nature or arising in any circumstance in connection with this Agreement, the Sale or any of the other transactions contemplatedby this Agreement other than pursuant to the first sentence of this Section 7.03(e), and in no event shall (X) the Sellers or the Company, (Y) the former, current andfuture holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates,members, managers, general or limited partners, stockholders, or assignees of the Sellers or the Company or (Z) any holders or future holders of any equity, stock,partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general orlimited partners, stockholders, assignees of any of the foregoing (clauses (X) – (Z), collectively, the “ Seller Group ”) seek, or permit to be sought, on behalf ofany member of the Seller Group, any monetary damages from any member of the Buyer Group in connection with this Agreement, the Sale or any of the othertransactions contemplated by this Agreement, other than from Buyer pursuant to the first sentence of this Section 7.03(e).

(f) Subject to Section 8.12, in the event that the Sellers fails to effect the Closing for any reason or no reason or they otherwise breach this Agreement(whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally orotherwise), then Buyer’s right to (i) terminate this Agreement and receive the Escrow Fund in accordance with Section 7.03(c), (ii) to receive any amounts due toBuyer pursuant to Section 7.03(d) and (iii) in the event that the remedy of specific performance is not available, to terminate this Agreement pursuant toSection 7.01(c) and to seek to recover from the Sellers any damages as a court of competent jurisdiction may find Buyer to be entitled arising out of or resultingfrom the Sellers’ breach or breaches of any provision of this Agreement in an aggregate amount not to exceed $50,000,000, shall be the sole and exclusive remedy(whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws orotherwise and whether by or through attempted piercing of the corporate veil) of any member of the Buyer Group against any member of the Seller Group for anyloss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully,

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intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of theSale or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise). None of theSellers or any other member of the Seller Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connectionwith this Agreement, the Sale or any of the other transactions contemplated by this Agreement other than pursuant to the first sentence of this Section 7.03(f), andin no event shall Buyer or any other member of the Buyer Group seek, or permit to be sought, on behalf of any member of the Buyer Group, any monetary damagesfrom any member of the Seller Group in connection with this Agreement, the Sale or any of the other transactions contemplated by this Agreement, other than fromthe Sellers pursuant to the first sentence of this Section 7.03(f). Notwithstanding the foregoing, this Section 7.03(f) shall not limit the ability of Buyer after theClosing to seek to recover from the Sellers any damages as a court of competent jurisdiction may find Buyer to be entitled arising out of or relating from theSellers’ breach of the representations and warranties set forth in Section 3.05 in an aggregate amount not to exceed the Purchase Price.

ARTICLE VIIIMISCELLANEOUS

Section 8.01 Notices . All notices, requests and other communications to any Party shall be in writing and shall be deemed given if delivered personally,telecopy faxed (which is confirmed), sent by electronic mail transmission (with confirmation of receipt of such electronic mail received by return electronic mail)or sent by international overnight courier (providing proof of delivery) to the parties at the addresses set forth below. Each Party agrees that notices, requests andother communications required to be given by or to any of the Sellers shall be deemed to be given if delivered by or to the Sellers’ Representative in accordancewith the requirements of this Section 8.01.

if to Buyer, to:

c/o Zhonghong Zhuoye Group Co., Ltd.Building No. 8, Eastern International, No. 1Ciyunsi, Chaoyang DistrictBeijing, People’s Republic of China 1000Facsimile: (0086) 010-85356993E-mail: [email protected]: Yu Ting

with a copy to:

Paul Hastings LLP515 South Flower Street, Floor 25Los Angeles, CA 90071Facsimile: (213) 996-3254E-mail: [email protected]: Robert A. Miller, Jr.

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if to the Sellers, to:

SW Delaware L.P.c/o The Blackstone Group345 Park AvenueNew York, NY 10154Facsimile: (646) 253-8712Email: [email protected]: Peter F. Wallace

with a copy to:

Simpson Thacher & Bartlett LLP425 Lexington AvenueNew York, NY 10017Facsimile: (212) 455-2502Email: [email protected] [email protected]

Attention: Wilson S. Neely Brian M. Stadler

or to such other address, facsimile number or electronic mail address as such Party may hereafter specify for the purpose by notice to the other Parties. All suchnotices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Dayin the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in theplace of receipt.

Section 8.02 Survival . Other than the representations and warranties set forth in Section 3.05, which shall survive until 60 days after the expiration of theapplicable statute of limitations, the representations, warranties, covenants and agreements contained herein and in any certificate or other writing deliveredpursuant hereto shall not survive the Closing (except for any covenant or agreement of the Parties that by its express terms contemplates performance after theClosing) and all rights, claims and causes of action (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal orequitable proceeding, by virtue of any laws or otherwise and whether by or through attempted piercing of the corporate veil) with respect to such representations,warranties, covenants and agreements shall terminate at the Closing.

Section 8.03 Amendments and Waivers .

(a) Any provision of this Agreement may be amended, supplemented or waived in any and all respects at any time prior to the Closing, if, but only if,such amendment, supplement or waiver is in writing and is signed, in the case of an amendment or supplement, by each Party or, in the case of a waiver, by eachParty against whom the waiver is to be effective.

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(b) At any time prior to the Closing, the Sellers, on one hand, and Buyer, on the other hand, may, by prior written notice to the other Party or Parties,and subject to Applicable Law, (i) waive any inaccuracies in the representations and warranties of the other Party or Parties, (ii) extend the time for theperformance of any of the obligations or acts of the other Party or Parties, (iii) waive compliance by the other Party or Parties with any of the agreements containedherein or (iv) except as otherwise provided herein, waive any of the other Party’s or Parties’ conditions. No failure or delay by any Party or Parties in exercisingany right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercisethereof 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 orremedies provided by Applicable Law.

Section 8.04 Costs and Expenses . Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement, the Sale and theother transactions contemplated by this Agreement shall be paid by the Party incurring such cost or expense. Buyer shall bear and timely pay (i) all filing feesassociated with the HSR Act and (ii) all fees and expenses of the Escrow Agent in connection with the Escrow Agreement.

Section 8.05 Binding Effect; Benefit; Assignment .

(a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permittedassigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than theParties and their successors and permitted assigns.

(b) No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party,except that with prior written notice to Buyer, any Seller may transfer or assign its right to sell Shares at the Closing to one or more other Sellers so long as the totalnumber of Shares remains the same; provided , that , (i) any such assignment or designation shall not impede or delay the consummation of the transactionscontemplated by this Agreement, (ii) the representations and warranties set forth in Article III shall be true and correct with respect to such assignee or designeeand (iii) such transfer or assignment shall not relieve any Seller of its obligations hereunder or enlarge, alter or change any obligation of any other Party or due toany Party. Any purported assignment, delegation or transfer not permitted by this Section 8.05(b) is null and void.

Section 8.06 Governing Law . This Agreement, the Escrow Agreement and any other document or instrument delivered pursuant hereto, and all claims orcauses of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination,performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warrantymade in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the laws ofthe State of Delaware, without regard to the conflicts of law rules of such state.

Section 8.07 Jurisdiction . The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of orin connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Delaware Chancery Court and any state appellatecourt therefrom within the State of Delaware (or, if the

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Delaware Chancery Court shall not have or declines to accept jurisdiction over a particular matter, any federal court located in the State of Delaware or otherDelaware state court), and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) inany such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying ofthe venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in aninconvenient 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 onsuch Party.

Section 8.08 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BYJURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY.

Section 8.09 Counterparts; Effectiveness . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the sameeffect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received acounterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shallhave 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).

Section 8.10 Entire Agreemen t . This Agreement and the Escrow Agreement (and all exhibits and schedules hereto and thereto) constitute the entireagreement and understanding between the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings,whether oral and written, between the Parties with respect to the subject matter of this Agreement.

Section 8.11 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,void or unenforceable by any rule of law or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in fullforce and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby are notaffected in any manner materially adverse to any Party. Upon such a determination that any term or other provision is invalid, illegal, void or unenforceable, theParties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted byApplicable Law and in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extentpossible.

Section 8.12 Specific Performance; Remedies . The Parties agree that (i) irreparable damage for which monetary damages, even if available, would not bean adequate remedy, would occur in the event that the Sellers do not perform the provisions of this Agreement (including failing to take such actions as are requiredof them hereunder in order to consummate

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the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions and (ii) the right of Buyer to specificenforcement is an integral part of the Sale and the other transactions contemplated by this Agreement and without that right, Buyer would not have entered into thisAgreement. The Parties acknowledge and agree that Buyer shall be entitled to seek an injunction, specific performance and other equitable relief to preventbreaches of this Agreement by the Sellers and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy, subject toSection 7.03(f), to which Buyer is entitled at law or in equity. The Sellers agree that it will not oppose the granting of an injunction, specific performance and otherequitable relief on the basis that (x) Buyer has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason atlaw or equity. If Buyer seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of thisAgreement, it shall not be required to provide any bond or other security in connection with any such order or injunction. The Parties agree that the Sellers shall notbe entitled to an injunction to prevent breaches of this Agreement by Buyer or to enforce specifically the terms and provisions of this Agreement or any otherequitable relief and that the sole and exclusive remedy of the Sellers relating to a breach of this Agreement by Buyer shall be the remedy set forth in the firstsentence of Section 7.03(e); provided, that the Sellers shall be entitled to seek specific performance to prevent any breach by Buyer of Section 5.04.

Section 8.13 Controlling Language of this Agreement . This Agreement has been negotiated and executed in the English language, and this Englishlanguage execution version shall govern in all respects and prevail over any translation of the same, including for the purposes of enforcing this Agreement in anycourt or other tribunal.

Section 8.14 Acknowledgement of No Other Representations or Warranties .

(a) Buyer acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on theresults of its own independent investigation and the representations and warranties expressly set forth in Article III. None of the Sellers, the Company or any oftheir respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect tothe Sellers, the Company or any of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses,operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to Buyer or its Affiliates or Representatives(including as “Representatives”, with respect to Buyer and solely for purposes of this Section 8.14, any actual debt financing sources of Buyer) (any suchinformation described in this Section 8.14(a), the “ Seller Provided Information ”), notwithstanding the delivery or disclosure to Buyer or its Affiliates orRepresentatives of any documentation, estimates, projections, forecasts or other information by the Sellers, the Company or any of their respective Representativesor Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expensesor expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or anycomponent thereof) of the Sellers, the Company or any of their respective Affiliates or the future business, operations or affairs of the Sellers, the Company or anyof their respective Affiliates heretofore or hereafter delivered to or made available to Buyer or its Representatives

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or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 8.12, except with respect to the representations and warranties contained inArticle III or any breach of any covenant or other agreement of the Sellers contained herein, none of the Sellers or the Company, their Affiliates or any of theirrespective Affiliates or Representatives shall have any liability to Buyer or its Affiliates, or any of their respective Affiliates or Representatives on any basis(whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws,including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any SellerProvided Information or statements (or any omissions therefrom) provided or made available by the Sellers or its Affiliates and Representatives to Buyer or itsAffiliates and Representatives in connection with the transactions contemplated by this Agreement.

(b) Each of the Sellers acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has reliedsolely on the results of its own independent investigation and the representations and warranties expressly set forth in Article IV. None of Buyer or any otherPerson makes any other express or implied representation or warranty, at law or in equity, with respect to Buyer or its Affiliates or as to the accuracy orcompleteness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any otherinformation provided to the Sellers or any of their Affiliates or Representatives (any information described in this Section 8.14(b), the “ Buyer ProvidedInformation ”), notwithstanding the delivery or disclosure to the Sellers or any of their Affiliates or Representatives of any documentation, estimates, projections,forecasts or other information by Buyer or any of its Representatives or Affiliates with respect to any one or more of the foregoing, including any projections,forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cashflows (or any component thereof) or future financial condition (or any component thereof) of Buyer or its Affiliates or the future business, operations or affairs ofBuyer or its Affiliates heretofore or hereafter delivered to or made available to the Sellers Parties or their Representatives or Affiliates. To the fullest extentpermitted by Applicable Law and subject to Section 8.12, except with respect to the representations and warranties contained in Article IV or any breach of anycovenant or other agreement of Buyer contained herein, none of Buyer, its Affiliates or any of their respective Affiliates or Representatives shall have any liabilityto any Seller Party or its Affiliates, or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, bythe enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, orotherwise and whether by or through attempted piercing of the corporate veil) based upon any Buyer Provided Information or statements (or any omissionstherefrom) provided or made available by Buyer or its Affiliates and Representatives to the Sellers or their Affiliates and Representatives in connection with thetransactions contemplated by this Agreement.

[The remainder of this page has been intentionally left blank; signature pages follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers or signatories as of the date setforth on the cover page of this Agreement.


By: /s/ Yongli Wang Name: Yongli Wang Title: Director

SW DELAWARE L.P.SW DELAWARE A L.P.SW DELAWARE B L.P.SW DELAWARE C L.P.SW DELAWARE D L.P.SW DELAWARE E L.P.SW DELAWARE F L.P.SW DELAWARE CO-INVEST L.P.SW DELAWARE (GSO) L.P.

By: SW Cayman Limited, its general partner

By: /s/ Peter Wallace Name: Peter Wallace Title: Director

EXHIBIT

Exhibit A

Seller Number of Shares SW DELAWARE L.P. 15,820,811 SW DELAWARE A L.P. 493,827 SW DELAWARE B L.P. 555,394 SW DELAWARE C L.P. 506,711 SW DELAWARE D L.P. 182,040 SW DELAWARE E L.P. 570,487 SW DELAWARE F L.P. 445,853 SW DELAWARE CO-INVEST L.P. 679,058 SW DELAWARE (GSO) L.P. 247,882

Total 19,502,063

Exhibit 99.3

SEAWORLD ENTERTAINMENT, INC.

STOCKHOLDERS AGREEMENT

Dated as of March 24, 2017

TABLE OF CONTENTS

PageARTICLE I INTRODUCTORY MATTERS 1

1.1 Defined Terms 1 1.2 Construction 9

ARTICLE II CORPORATE GOVERNANCE MATTERS 9

2.1 Composition of the Board 9 2.2 Size of the Board 11 2.3 Committees 11 2.4 Qualification of ZHG Designees 11 2.5 Participation of ZHG Designees in Certain Matters; Acquisition Proposals 13 2.6 Resignations 14 2.7 Other ZHG Investments 14

ARTICLE III VOTING MATTERS 15

3.1 Voting in Elections 15 3.2 Voting with respect to Certain Acquisitions 15 3.3 Voting with respect to Other Matters 16 3.4 Quorum 16

ARTICLE IV ADDITIONAL COVENANTS 16

4.1 Transfer Restrictions 16 4.2 Right of First Refusal 19 4.3 Standstill 20 4.4 Information and Access Rights 23 4.5 Cooperation 23 4.6 Tender of Shares in Certain Acquisitions 24 4.7 Public Announcements 24 4.8 Corporate Opportunities 24 4.9 Translator 24

ARTICLE V REPRESENTATIONS AND WARRANTIES 25

5.1 Representations and Warranties of the Company 25 5.2 Representations and Warranties of ZHG 25 5.3 No Other Representations or Warranties 26

ARTICLE VI GENERAL PROVISIONS 26

6.1 Termination 26 6.2 Notices 26

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6.3 Amendment; Waiver 27 6.4 Further Assurances 28 6.5 Assignment 28 6.6 Third Parties 28 6.7 Governing Law 28 6.8 Jurisdiction; Waiver of Jury Trial 28 6.9 Specific Performance 28 6.10 Entire Agreement 29 6.11 Severability 29 6.12 Table of Contents, Headings and Captions 29 6.13 Counterparts 29 6.14 Effectiveness of this Agreement 30

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., a Delaware corporation (the “ Company ”), SunWise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“ ZHG ”), and, solely for purposes of Section 4.3 , ZhonghongZhuoye Group Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“ ZHG Group ”).

BACKGROUND:

WHEREAS, ZHG and Blackstone (as defined below), as of the date hereof, have entered into the Stock Purchase Agreement (as defined below), pursuant towhich, among other things, ZHG has agreed to purchase from Blackstone, and Blackstone has agreed to sell to ZHG, shares of Common Stock (as defined below),subject to the terms and conditions set forth in the Stock Purchase Agreement;

WHEREAS, the Company is entering into this Agreement as a condition to ZHG’s willingness to enter into the Stock Purchase Agreement;

WHEREAS, concurrently with the execution of this Agreement, the Company and ZHG are entering into a Registration Rights Agreement, dated as of thedate hereof (the “ Registration Rights Agreement ”), providing for certain registration rights which the Company is granting to ZHG;

WHEREAS, concurrently with the execution of this Agreement, Sea Holdings I, LLC and Zhonghong Holding Co., Ltd. (“ ZHG Holding ”), are enteringinto a Park Exclusivity and Concept Design Agreement, and Sea Holdings I, LLC and ZHG Holding are entering into a Center Concept & Preliminary DesignSupport Agreement, each dated as of the date hereof;

WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, the Company and ZHG wish to set forth certainunderstandings between such parties, including with respect to certain governance matters; and

WHEREAS, the Company and ZHG wish the rights and obligations set forth herein to become automatically effective simultaneously with the Closing (asdefined below).

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

INTRODUCTORY MATTERS

1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capitalletters:

“ 5% Stockholder ” means, in connection with a proposed Transfer of Equity Securities of the Company, any Person or Group that has filed or is required tofile a statement of beneficial ownership report on Schedule 13D or Schedule 13G with the SEC which reports such Person’s or Group’s beneficial ownership offive percent (5%) or more of the total outstanding Common Stock at the time of such proposed Transfer.

“ Acquisition ” means any transaction or series of related transactions involving: (i) (a) any acquisition (whether direct or indirect, including by way ofmerger, share exchange, consolidation, business combination or other similar transaction) or purchase from the Company or any of its Subsidiaries that wouldresult in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of itsSubsidiaries (measured by voting power or economic interest), or (b) any tender offer, exchange offer or other secondary acquisition that would result in anyPerson or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measuredby voting power or economic interest), or (c) any merger, consolidation, share exchange, business combination or similar transaction involving the Company or anyof its Subsidiaries that would result in the stockholders of the Company immediately preceding such transaction Beneficially Owning less than fifty percent(50%) of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest); provided,that, in the case of each of clauses (a), (b) and (c), in the case such acquisition or other transaction involves only a Subsidiary or Subsidiaries of the Company, onlyif such acquisition or other transaction would be material to the Company and its Subsidiaries on a consolidated basis; or (ii) any sale or lease or exchange, transfer,license or disposition of a business or assets that constitute more than fifty percent (50%) of the consolidated assets, business, revenues, net income, or assets of theCompany and its Subsidiaries on a consolidated basis.

“ Acquisition Notice ” has the meaning set forth in Section 2.5(a) .

“ Acquisition Proposal ” means any proposal, offer, inquiry, indication of interest or expression of intent (whether binding or non-binding, and whethercommunicated to the Company, the Board or publicly announced to the Company’s stockholders or otherwise) by any Person or Group relating to an Acquisition.

“ Adjusted Ownership Percentage ” has the meaning set forth in Section 4.3(c) .

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

“ Affiliated ZHG Designee ” means any Qualified ZHG Designee that is not an Independent ZHG Designee.

“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time inaccordance with the terms hereof.

“ Beneficially Own ” (including its correlative meanings, “Beneficial Owner” and “Beneficial Ownership”) has the meaning set forth in Rule 13d-3promulgated under the Exchange Act; provided, however, that, notwithstanding anything in Rule 13d-3(d)(1)(i) to the

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contrary, the determination of “Beneficial Ownership” of a Person shall be made after giving effect to the conversion of all options, warrants, rights and convertibleor other similar securities outstanding as of any date in question that are held by such Person, irrespective of any vesting period of any such security.

“ Blackstone ” means, collectively, SW Delaware L.P., SW Delaware A L.P., SW Delaware B L.P., SW Delaware C L.P., SW Delaware D L.P., SWDelaware E L.P., SW Delaware F L.P., SW Delaware Co-Invest L.P. and SW Delaware (GSO) L.P.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday, holiday or other day on which commercial banks in New York, New York, Hong Kong orBeijing, PRC are authorized or required by Law to close.

“ Buy-Back Period ” means the period commencing on the closing date of the applicable issuance of Equity Securities of the Company or StockAcquisition, as the case may be, and ending on the nine (9) month anniversary of such closing date; provided , that, if the Company has imposed any “blackout”period or periods that restrict the ZHG Entities’ ability to purchase shares of Common Stock during such nine (9) month period, such nine (9) month period shall beextended by the number of days of such “blackout” period or periods.

“ Closing ” has the meaning set forth in the Stock Purchase Agreement.

“ Closing Date ” means the date on which the Closing occurs.

“ Common Stock ” means the shares of common stock, $0.01 par value per share, of the Company, and any other capital stock of the Company into whichsuch common stock is reclassified or reconstituted and any other common stock of the Company.

“ Company ” has the meaning set forth in the Preamble.

“ Company Charter ” means the Amended and Restated Certificate of Incorporation of the Company, as amended.

“ Confidentiality Agreement ” has the meaning set forth in Section 4.4 .

“ Control ” (including its correlative meanings, “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or causethe direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Controlled Affiliate ” means, with respect to ZHG, any Affiliate of ZHG that is controlled by ZHG, including any direct or indirect Subsidiary of ZHG.

“ Designee Qualifications ” has the meaning set forth in Section 2.4(a)(vi) .

“ Director ” means any director of the Company.

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“ Director Confidentiality Agreement ” means a Confidentiality Agreement, substantially in the form attached as Exhibit A to this Agreement (as it may bemodified from time to time by the Nominating and Corporate Governance Committee), which the Company will require each Director that is not an employee ofthe Company to execute as a condition to such Director’s election or nomination for election and any subsequent nomination for election as a Director.

“ Equity Securities ” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other VotingSecurities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securitiesconvertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or Voting Securities of (or otherownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting ornonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorizedor otherwise existing on any date of determination.

“ Exchange ” shall mean the New York Stock Exchange LLC or any other exchange on which the Common Stock is listed.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may beamended from time to time.

“ Governmental Authority ” means any nation, government, or supra-national body of competent jurisdiction, any state or other political subdivisionthereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and, other than with respectto Section 2.4(a)(iii) or Section 4.1(b)(vi) , any arbitrator or arbitral body or panel of competent jurisdiction or other entity with quasi-governmental authority.

“ Group ” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder.


“ Independent ZHG Designee ” means a Qualified ZHG Designee that (A) at no time during the three (3) year period prior to his or her election orappointment to the Board, nor during his or her service as a Director, has been or is an employee, director, officer of, or consultant or other service provider to, anyof the ZHG Entities, or has received or is receiving compensation from any of the ZHG Entities, and (B) qualifies as an “independent” director under the rules ofthe Exchange and any guidelines adopted by the Board or the Nominating and Corporate Governance Committee that are applicable to all Directors, as determinedin good faith by the Nominating and Corporate Governance Committee.

“ Initial ZHG Designees ” has the meaning set forth in Section 2.1(d) .

“ Issuance Notice ” has the meaning set forth in Section 4.2(a) .

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“ Law ” means any statute, law (including common law), regulation, ordinance, rule, injunction, order, decree, award, governmental approval, directive,requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of theforegoing by, any Governmental Authority.

“ Market Price ” means, as of any date, the last reported trading price of the Common Stock as of the end of regular trading hours on the Exchange on suchdate or, if the Common Stock is not listed on an Exchange, the fair market value per share of the Common Stock as determined in good faith by the Board as ofsuch date.

“ Material Terms ” has the meaning set forth in Section 2.1(a) .

“ Maximum Ownership Percentage ” has the meaning set forth in Section 4.3 .

“ New Issuance ” has the meaning set forth in Section 4.2(a) .

“ New Issuance Closing ” has the meaning set forth in Section 4.2(c) .

“ New Securities ” means (A) any shares of Common Stock or (B) any preferred or debt securities that are convertible into or exchangeable for shares ofCommon Stock, other than, in each case, any shares of Common Stock or such other securities that are: (i) issued to employees, officers or directors of, orconsultants to, the Company or any of its Affiliates pursuant to any plan, agreement or arrangement approved by the Board (or a committee thereof); (ii) issued asconsideration for the acquisition by the Company (or any of its Affiliates) of any business, assets or property of any third party, by merger, sale of assets, sale ofstock or otherwise; (iii) issued upon conversion or exercise of convertible securities, options, warrants or other similar securities; (iv) distributed or set aside ratablyto all holders of Common Stock on a per share equivalent basis; or (v) issued in connection with any debt financing from a financial institution or other equipmentor real property loan or leasing arrangement.

“ Nominating and Corporate Governance Committee ” means the nominating and corporate governance committee of the Board, or another committeeperforming the functions of nominating or selecting Persons for election or appointment to the Board.

“ Non-Votes ” has the meaning set forth in Section 3.2 .

“ Other Specified Matter ” means (a) any amendment to the Company’s certificate of incorporation or by-laws that adversely affects ZHG or any otherZHG Party disproportionately as compared to other stockholders of the Company, or (b) any issuance of Common Stock representing twenty percent (20%) ormore of the Company’s total outstanding shares of Common Stock (other than as non-cash consideration in an acquisition of the business, assets or property of athird party or parties) at a price per share below the Market Price on the last Business Day prior to the date on which the Company entered into the definitiveagreement pursuant to which such Common Stock will be issued.

“ Permitted Transfer ” has the meaning set forth in Section 4.1(b) .

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“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, acooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or anyGovernmental Authority or any department, agency or political subdivision thereof.

“ Per Security Offering Price ” has the meaning set forth in Section 4.2(a) .

“ PRC ” means the People’s Republic of China.

“ Private Placement ” has the meaning set forth in Section 4.2(a) .

“ Qualified ZHG Designee ” means any ZHG Designee that meets the Designee Qualifications.

“ Reduction Percentage ” has the meaning set forth in Section 4.3(c) .

“ Registration Rights Agreement ” has the meaning set forth in the Recitals.

“ Related Acquisition Proposal ” has the meaning set forth in Section 2.5(b) .

“ Restricted Entity ” means a Person principally engaged in the business of owning, operating, managing, franchising or branding theme parks and otherentertainment destinations, that, in each case, competes with the Company and is listed on Exhibit B attached hereto, as such list may be amended by the Companyacting reasonably and in good faith from time to time, but not more than once every twelve (12) months, by delivery of written notice to ZHG no less than forty-five (45) days prior to such amendment.

“ Restricted Period ” means the period commencing on Closing Date and ending on the second (2 nd ) anniversary of the Closing Date.

“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended fromtime to time.

“ Specified Acquisition ” means an Acquisition pursuant to a definitive agreement entered into, within the two (2) year period following the Closing Date inwhich the value of the consideration to be received per share of Common Stock is equal to or less than $23.00 per share. For all purposes of this definition, the pershare value of any stock to be received as consideration shall be deemed to be equal to the final trading price of such stock on the last trading day prior to theexecution of the definitive agreement providing for the Acquisition.

“ Standstill Commitment Period ” means, in the event a ZHG Standstill Commitment is delivered to the Company pursuant to Section 2.5 following theCompany’s delivery of an Acquisition Notice to ZHG, the period commencing upon the delivery of such Acquisition Notice to ZHG and ending upon the first tooccur of (i) the twelve (12) month anniversary of the termination of discussions regarding the Acquisition Proposal described in such Acquisition Notice and anyRelated Acquisition Proposal, and (ii) the public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and anyPerson other than a ZHG Entity.

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“ Stock Acquisition ” means any acquisition (whether direct or indirect, including by way of merger, share exchange, consolidation, business combinationor other similar transaction) by the Company of any entity or assets pursuant to which the Company issues shares of Common Stock or securities that areconvertible into or exchangeable for shares of Common Stock as consideration.

“ Stock Purchase Agreement ” means that certain Stock Purchase Agreement, dated as of the date hereof, between ZHG and Blackstone.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) ifa corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election ofdirectors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of thatPerson or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of thetotal voting power of stock (or equivalent ownership interest) of such limited liability company, partnership, association or other business entity is at the timeowned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person orPersons shall be deemed to own, control or have a majority ownership interest in a limited liability company, partnership, association or other business entity (otherthan a corporation) if such Person or Persons shall be allocated a majority of such limited liability company, partnership, association or other business entity gainsor losses or shall be or Control the managing director or member, or general partner, of such limited liability company, partnership, association or other businessentity.

“ Total Number of Directors ” means the total number of authorized Directors comprising the entire Board.

“ Total Share Ownership ” means, as of any applicable date hereunder, and with respect to any Person, the total number of shares of Common Stock both(i) Beneficially Owned by such Person and (ii) in which such Person has the pecuniary interest. For the avoidance of doubt, a Person shall not be deemed to haveownership of a share of Common Stock, for purposes of calculating Total Share Ownership, if such Person has Beneficial Ownership of such share of CommonStock but does not also have the pecuniary interest in such share or, conversely, if such Person has the pecuniary interest in such share of Common Stock but doesnot also have Beneficial Ownership of such share.

“ Transfer ” (including its correlative meaning, “ Transferred ”) shall mean, with respect to any Equity Security, directly or indirectly, by operation ofLaw, contract or otherwise, (i) to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract topurchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic,

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voting or other rights in or to such Equity Security, (ii) to engage in any hedging, swap, forward contract or other similar transaction that is designed to or whichreasonably could be expected to lead to or result in a sale or disposition of Beneficial Ownership of, or pecuniary interest in, such Equity Security, including anyshort sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to such Equity Security, or (iii) to enter into ashort sale of, or trade in, derivative securities representing the right to vote or economic benefits of, such Equity Security. When used as a noun, “ Transfer ” shallhave such correlative meaning as the context may require.

“ Voting Percentage Limit ” means the number of Voting Securities Beneficially Owned by ZHG Entities equal to (i) fifteen percent (15%) of the VotingSecurities entitled to vote at the applicable meeting of stockholders of the Company as disclosed in the proxy or information statement for such meeting; or (ii) in atender offer or exchange offer, fifteen percent (15%) of the shares of Common Stock outstanding immediately prior to the expiration of the offer.

“ Voting Securities ” means shares of Common Stock and any other securities of the Company entitled to vote generally in the election of Directors.

“ ZHG ” has the meaning set forth in the Preamble.

“ ZHG Acquisition ” means any Acquisition in which a ZHG Entity is the acquiror.

“ ZHG Designee ” has the meaning set forth in Section 2.1(b) .

“ ZHG Designator ” means, as of any applicable time hereunder, the individual ZHG Entity whose Total Share Ownership, in the aggregate, is greater thanany other individual ZHG Entity as of such time.

“ ZHG Entities ” means ZHG Group, ZHG Holding, ZHG and each of their respective Controlled Affiliates.

“ ZHG Group ” has the meaning set forth in the Preamble.

“ ZHG Holding ” has the meaning set forth in the Preamble.

“ ZHG Permitted Transferee ” has the meaning set forth in Section 4.1(b)(iii) .

“ ZHG Parties ” means (i) ZHG and (ii) any ZHG Permitted Transferee that becomes a party to this Agreement by executing a joinder agreementsubstantially in the form attached as Exhibit C to this Agreement.

“ ZHG Standstill Commitment ” means a written commitment to the Company by ZHG Group and ZHG, on behalf of themselves and all other ZHGEntities, not to, directly or indirectly, (i) make any Acquisition Proposal within the Standstill Commitment Period, or (ii) request any waiver of the restriction setforth in clause (i) of this definition prior to the date that is six (6) months after the termination of discussions regarding the Acquisition Proposal described in theAcquisition Notice in respect of which ZHG is providing such ZHG Standstill Commitment and any Related Acquisition Proposal.

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1.2 Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule ofstrict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singularinclude the plural, and in the plural include the singular, (c) the words “hereof”, “herein”, and “hereunder” and words of similar import when used in thisAgreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (d) the word “including” and words of similar import whenused in this Agreement mean “including, without limitation,” unless otherwise specified, (e) the word “extent” in the phrase “to the extent” means the degree towhich a subject or other thing extends and such phrase shall not mean simply “if”, (f) references to “day” means a calendar day unless otherwise indicated as a“Business Day”, and (g) references to “$” means U.S. dollars, the lawful currency of the United States of America. Section references are to this Agreement unlessotherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if morespecific, subsection. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to thisAgreement, the date that is the reference date in calculating such period is excluded. If the last day of such period is a non-Business Day, the period in questionends on the next succeeding Business Day.

ARTICLE II

CORPORATE GOVERNANCE MATTERS2.1 Composition of the Board .

(a) From and after the Closing, subject to the terms and conditions of this Article II , the ZHG Designator shall have the right (but not the obligation) todesignate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two(2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a) , but subject to theproviso set forth in Section 2.6 , (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to thisSection 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of thetotal number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuantto this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares ofCommon Stock outstanding or (B) any ZHG Entity breaches Article III , Section 4.1 , Section 4.3 or Section 4.6 of this Agreement (the “ Material Terms ”) in anymaterial respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which eitherof the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHGDesignee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee).

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(b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designatepursuant to Section 2.1(a) , the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet theDesignee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or anyduly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and theCompany shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause theelection of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHGDesignator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee ”.

(c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individualnominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use itsreasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company andthe Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possiblefollowing such designation.

(d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors,to cause Yoshikazu Maruyama and Yongli Wang (together, the “ Initial ZHG Designees ” ) to be appointed to the Board immediately after the Closing, with(x) Mr. Maruyama appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Mr. Wang appointed toreplace Peter Wallace, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting ofstockholders for 2019; provided , however , that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholdersfor 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Mr. Maruyama shall be appointed to the class of Directors up forelection at the Company’s annual meeting of stockholders for 2018.

(e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after theappointments contemplated in Section 2.1(d) , in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identifyits designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purposeof electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Companyshall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called forthe purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual tobe elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasingthe Total Number of Directors.

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(f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification,advancement of expenses and exculpation that it provides to other Directors.

2.2 Size of the Board . Without prejudice to the ZHG Designator’s rights pursuant to Section 2.1 , the consent of the ZHG Designator shall not be required toincrease or decrease the Total Number of Directors.

2.3 Committees .

(a) Each Independent ZHG Designee serving as a Director on the Board shall be entitled to serve on at least one (1) committee of the Board (to the extentthat an Independent ZHG Designee elects to serve on such committee and subject to such Independent ZHG Designee meeting the applicable eligibilityrequirements for membership on such committee mandated by applicable Law, the rules of the Exchange or the charter of such committee), as a full member withthe same voting and other privileges as other members of such committee. The committee(s) on which any Independent ZHG Designee serves shall be determinedby the Nominating and Corporate Governance Committee.

(b) Until no ZHG Designee serves as a Director on the Board (and the ZHG Designator either no longer has any rights under this Article II to designate anyZHG Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the certificate of incorporation, bylaws or any otherorganizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that adversely anddisparately affects the right of any Independent ZHG Designee to be a member of any such committee (except as otherwise required by Law or the rules of theExchange).

(c) Each ZHG Designee may attend, upon the request of such ZHG Designee and on a non-voting basis, any meetings of the Regulatory & GovernmentalAffairs Committee, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee or other standing committee of the Board thatmay be established, except when such attendance would present an actual or potential conflict of interest for such ZHG Designee in the good faith opinion of theapplicable committee.

2.4 Qualification of ZHG Designees .

(a) Each ZHG Designee shall, at the time of his or her nomination or appointment as a Director and at all times thereafter until such individual ceases toserve as a Director:

(i) meet and comply with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company applicable to all non-employee Board members, including the Company’s code of business conduct and ethics, securities trading policies and corporate governance guidelines;

(ii) not be involved in any of the events enumerated in Item 2(d) or Item 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K, in each case, during the applicable time period set forth therein;

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(iii) not be subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company;

(iv) not be an employee, officer, or director of, or consultant to, or be receiving any compensation or benefits from, any Restricted Entity (unlessotherwise agreed to by the Nominating and Corporate Governance Committee);

(v) have demonstrated good judgment, character and integrity in his or her personal and professional dealings and have relevant financial, investment,management and/or business experience (including with respect to real estate investment and/or theme park development), qualification and background forpurposes of serving as a Director, each as determined by the Nominating and Corporate Governance Committee acting in good faith;

(vi) have demonstrated proficiency and financial literacy in the English language for purposes of serving as a Director, including with respect to thereading, comprehension and analysis of English language materials (including financial materials) furnished in advance of and in connection with meetingsof the Board (and committees thereof) and the ability to participate on a conversant basis in the English language meetings of the Board (and committeesthereof) and the topics covered therein, including financial discussions, each as determined by the Nominating and Corporate Governance Committee actingin good faith; and

(vii) if such ZHG Designee is an Independent ZHG Designee, meets the criteria set forth in the definition of “Independent ZHG Designee” in Article I(the requirements set forth in this Section 2.4(a) , Section 2.4(b) and Section 2.4(c) being referred to, collectively, as the “ Designee Qualifications ”).

(b) As a condition to a ZHG Designee’s election or nomination for election and any subsequent nomination for election as a Director, such ZHG Designeeshall have executed and delivered to the Company a Director Confidentiality Agreement.

(c) Each ZHG Designee, as a condition to his or her initial appointment or election to the Board and any re-nomination for election to the Board, must bewilling to be interviewed by the Nominating and Corporate Governance Committee on the same basis as any other new candidate for appointment or election to theBoard and must be reasonably satisfactory to the Nominating and Corporate Governance Committee acting in good faith. ZHG, in its capacity as a stockholder ofthe Company on behalf of itself and other ZHG Entities, and each ZHG Designee, shall deliver such questionnaires and otherwise provide such information as arereasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be orcustomarily provided by directors, candidates for director, and their Affiliates and representatives for inclusion in a proxy statement or other filing required byapplicable Law and the rules of the Exchange, in each case to substantially the same extent requested or required of other candidates for appointment or election tothe Board after the date hereof.

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2.5 Participation of ZHG Designees in Certain Matters; Acquisition Proposals .

(a) The Company shall promptly provide ZHG with written notice (an “ Acquisition Notice ”) of any written bona fide Acquisition Proposal that is receivedby or presented to the Board, and such Acquisition Notice need not specify the identity of the potential acquirer or any other terms of such Acquisition Proposal.From delivery of an Acquisition Notice to ZHG until ZHG delivers a ZHG Standstill Commitment to the Company or the expiration of the ten (10) Business Dayperiod contemplated by Section 2.5(b) , the Company shall provide ZHG with prior written notice of any meeting of the Board (or a committee thereof) scheduledto discuss, consider or vote upon such Acquisition Proposal at least twenty-four (24) hours before such meeting is convened.

(b) If (i) an Acquisition Notice has been delivered to ZHG and, within ten (10) Business Days thereafter, a ZHG Standstill Commitment is delivered to theCompany, and (ii) any Acquisition Proposal previously made by a ZHG Entity has been withdrawn, then each Affiliated ZHG Designee shall be entitled, after butnot before such ZHG Standstill Commitment has been delivered to the Company, to participate in all discussions, consideration and voting by the Board regarding,and shall be entitled to receive any materials provided to the Board relating to, the Acquisition Proposal described in such Acquisition Notice, revisions to suchAcquisition Proposal and any other Acquisition Proposal solicited by or on behalf of the Board in connection with the consideration of such Acquisition Proposal ormade by a third party in response to such Acquisition Proposal (collectively, the “ Related Acquisition Proposals ”). If a ZHG Standstill Commitment is notdelivered to the Company within such ten (10) Business Day period, no Affiliated ZHG Designee shall be entitled to participate in any discussions, consideration orvoting by the Board regarding, and no Affiliated ZHG Designee shall be entitled to receive any materials provided to the Board relating to, any such AcquisitionProposal or the Related Acquisition Proposals.

(c) Notwithstanding anything to the contrary in Section 2.5(b) , no Affiliated ZHG Designee shall be entitled to participate in any discussions, considerationor voting by the Board regarding, and shall not be entitled to receive any Board (or committee) materials relating to, any transaction or matter that, in the good faithdetermination of the Board (other than the Affiliated ZHG Designees), presents an actual or potential conflict of interest for such Affiliated ZHG Designee,including, without limitation, any Acquisition Proposal involving a ZHG Entity.

(d) Each Independent ZHG Designee shall be permitted to participate in all discussions, consideration and voting by the Board regarding, and shall beentitled to receive any Board materials relating to, any Acquisition Proposal, except when such attendance or receipt of materials would present an actual orpotential conflict of interest for such Independent ZHG Designee in the good faith determination of the Board (other than the Affiliated ZHG Designees and suchIndependent ZHG Designee).

(e) If the Board establishes a committee of the Board to consider any Acquisition Proposal, one (1) ZHG Designee, as determined by the ZHG Designator,shall be entitled to be a member of such committee; provided , that such ZHG Designee may be an Affiliated ZHG Designee only if (i) a ZHG StandstillCommitment has been delivered by ZHG to the Company in accordance with Section 2.5(b) , and (ii) any Acquisition Proposal previously made by a ZHG Entityhas been withdrawn; provided , further , that no ZHG Designee may serve as a member of such committee if, in the good faith determination of the Board (otherthan the Affiliated ZHG Designee), such service presents an actual or potential conflict of interest for such ZHG Designee.

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2.6 Resignations . Notwithstanding anything to the contrary in this Agreement, if, at any time, (a) the number of ZHG Designees is greater than the numberof Directors that the ZHG Designator has the right to designate pursuant to Section 2.1 or (b) any ZHG Entity breaches any of the Material Terms in any materialrespect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure, in each case, if requested by the Nominating andCorporate Governance Committee, the ZHG Designator shall cause, to the fullest extent permitted by applicable Law, that certain number of ZHG Designees topromptly tender his, her or their resignations from the Board and any applicable committee of the Board, such that the number of ZHG Designees serving on theBoard corresponds with the number of Directors that the ZHG Designee has the right to designate pursuant to Section 2.1 , or in the case where any ZHG Entitybreaches any of the Material Terms in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity tocure, such that there are no ZHG Designees serving on the Board; provided , however , that notwithstanding Section 2.1 and the foregoing provisions of thisSection 2.6 , if the closing of an issuance of Equity Securities of the Company (other than an issuance of New Securities in which ZHG is permitted to purchaseNew Securities pursuant to Section 4.2 ) or a Stock Acquisition causes the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the totalnumber of shares of Common Stock outstanding, to decline below a requisite percentage of the total number of shares of Common Stock outstanding such that theZHG Designator would be required by this Section 2.6 to cause, to the fullest extent permitted by applicable Law, a ZHG Designee or ZHG Designees, asapplicable, to promptly tender his, her, or their resignations from the Board, then (i) the ZHG Designator shall not be required to cause such ZHG Designee or ZHGDesignees, as applicable, to promptly tender his, her, or their resignations from the Board, and (ii) the Company and the Board shall not seek or take any action toremove such ZHG Designee or ZHG Designees from the Board, in each case unless in the applicable Buy-Back Period the ZHG Entities have not made purchasesof Common Stock in open market transactions, as permitted by Section 4.3(c) , such that the aggregate Total Share Ownership of the ZHG Entities, as a percentageof the total number of shares of Common Stock outstanding, exceeds the applicable percentage of the total number of shares of Common Stock outstanding, suchthat the ZHG Designator would not be required by this Section 2.6 to cause a ZHG Designee or ZHG Designees, as applicable, to promptly tender his, or her, ortheir resignations from the Board. If the ZHG Designator is required to cause, to the fullest extent permitted by applicable Law, a ZHG Designee to tender his orher resignation from the Board and such ZHG Designee does not promptly tender his or her resignation from the Board, such ZHG Designee shall not thereafter beentitled to participate as a member of any committee of the Board pursuant to this Agreement.

2.7 Other ZHG Investments . For the avoidance of doubt, no investment by any ZHG Entity in any Person, including any Restricted Entity, shall, in and ofitself, limit the rights of the ZHG Designator pursuant to this Article II .

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ARTICLE III

VOTING MATTERS

3.1 Voting in Elections . At any meeting of stockholders of the Company involving the election of Directors (or if action is taken by written consent ofstockholders of the Company in lieu of a meeting in respect of an election of Directors), the ZHG Parties shall vote, or cause to be voted (including, if applicable,by written consent), all Voting Securities Beneficially Owned by ZHG Entities (a) up to the Voting Percentage Limit, affirmatively in favor of the election of eachPerson nominated to serve as a Director by the Board or the Nominating and Corporate Governance Committee, and (b) in excess of the Voting Percentage Limit,at their sole discretion, either (i) affirmatively in favor of the election of each Person nominated to serve as a Director by the Board or the Nominating andCorporate Governance Committee or (ii) in the same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including, ifapplicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated bythis subclause (ii)) affirmatively for or against, or to withhold authority with respect to, as applicable, the election of each Person nominated to serve as a Director(or, as applicable, the removal of any Director) (it being understood that the ZHG Parties must elect to vote as contemplated by subclause (i) or (ii) of thisSection 3.1(b) and cannot elect not to vote or to vote in any other manner).

3.2 Voting with respect to Certain Acquisitions . At any meeting of stockholders of the Company at which an Acquisition (other than a Specified Acquisitionor a ZHG Acquisition) that has been approved and recommended (and such recommendation has not been withdrawn) by the Board (and any other related matterthe approval of which is required to consummate such Acquisition) is submitted to a vote of the stockholders of the Company (or if action is taken with respect tosuch matter(s) by written consent of stockholders of the Company in lieu of a meeting), the ZHG Parties shall vote or cause to be voted (including by abstaining or,if applicable, taking action by written consent) all Voting Securities Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the sameproportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including by written consent) for or against, or abstain with respect to, suchAcquisition (and such related matter(s)). For the avoidance of doubt, in calculating the voting requirements of the ZHG Parties under this Section 3.2 , all brokernon-votes and all Voting Securities that are not present or represented at the applicable stockholder meeting shall not be considered. The ZHG Parties shall be freeto vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities BeneficiallyOwned by ZHG Entities up to and including the Voting Percentage Limit. Nothing contained in this Section 3.2 shall restrict in any manner the voting (includingby written consent) of all Voting Securities Beneficially Owned by ZHG Entities at any meeting of stockholders of the Company at which a Specified Acquisitionor a ZHG Acquisition is submitted to a vote of the stockholders of the Company (or, if applicable, any action taken by written consent of the stockholders of theCompany in lieu of a meeting) and the ZHG Parties shall be free to vote (including by written consent), at their sole discretion, all Voting Securities BeneficiallyOwned by ZHG Entities against any Specified Acquisition and for any ZHG Acquisition.

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3.3 Voting with respect to Other Matters . At any meeting of stockholders of the Company at which any matter, other than an Other Specified Matter or amatter that is subject to Section 3.1 or Section 3.2 , is submitted to a vote of the stockholders of the Company (or if action is taken with respect thereto by writtenconsent of stockholders in lieu of a meeting), the ZHG Parties shall vote or cause to be voted (including by abstaining or, if applicable, taking action by writtenconsent) all Voting Securities Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the same proportion as the Voting Securities notBeneficially Owned by ZHG Entities are voted (including by written consent) for or against, or abstain with respect to, each such matter. Each ZHG Party shall befree to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting SecuritiesBeneficially Owned by ZHG Entities up to and including the Voting Percentage Limit for or against, or to abstain from voting on, each such matter.

3.4 Quorum . At each meeting of stockholders, the ZHG Entities shall cause all of the Voting Securities Beneficially Owned by ZHG Entities to be present inperson or by proxy for quorum purposes.

ARTICLE IV

ADDITIONAL COVENANTS

4.1 Transfer Restrictions .

(a) During the Restricted Period, no ZHG Party shall Transfer any shares of Common Stock, other than pursuant to a Permitted Transfer.

(b) “ Permitted Transfer ” means:

(i) a Transfer that has been approved in advance by a majority of the disinterested members of the Board or a duly-authorized committee thereof;

(ii) a Transfer to another ZHG Party;

(iii) a Transfer to any ZHG Entity that is not a Restricted Entity and not a ZHG Party (any such ZHG Entity, an “ ZHG Permitted Transferee ” ), ifsuch ZHG Permitted Transferee shall have agreed in writing to be bound to the same extent as ZHG by the obligations of this Agreement by executing ajoinder agreement substantially in the form attached as Exhibit C to this Agreement;

(iv) a Transfer in connection with any Acquisition approved by the Board or a duly-authorized committee thereof (including if the Board or suchcommittee (A) recommends that the Company’s stockholders tender in response to a tender or exchange offer that, if consummated, would constitute anAcquisition, or (B) does not recommend that the Company’s stockholders reject any such tender or exchange offer within the ten (10) Business Day periodspecified in Rule 14e-2(a) under the Exchange Act);

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(v) a Transfer that constitutes a tender into a tender or exchange offer commenced by the Company or any of its Affiliates; or

(vi) a Transfer in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan ordebt transaction or enforcement thereunder; provided , that (A) such financial institution either shall not be Controlled by any Governmental Authority at thetime of such Transfer or, if such financial institution is Controlled by a Governmental Authority at the time of such Transfer, such financial institution shalleither (x) be included on The Banker’s most recently issued Top 1000 World Banks ranking or (y) have common equity securities listed on a globallyrecognized stock exchange, and (B) as a condition to such financial institution’s ability to take ownership of any shares of Common Stock in connection withenforcement under any such loan or debt transaction, such financial institution or its assignee (as applicable) shall agree to comply with the restrictions inthis Section 4.1 with respect to such shares of Common Stock (it being acknowledged and agreed that such financial institution or its assignee shall inure tothe rights of ZHG under the Registration Rights Agreement with respect to such shares of Common Stock).

(c) Following the Restricted Period, each ZHG Party shall be free to Transfer any shares of Common Stock; provided, that (i) with respect to any Transfer,other than a Permitted Transfer or an underwritten public offering or an underwritten block trade, the ZHG Parties shall not Transfer any shares of Common Stockto (A) any Restricted Entity or (B) any Person or Group known to such ZHG Party (or to the broker in an ordinary course brokerage transaction) to be a 5%Stockholder or that would become the Beneficial Owner of five percent (5%) or more of the total outstanding Common Stock as a result of the Transfer, (ii) withrespect to any Transfer, other than a Permitted Transfer, that is an underwritten public offering or an underwritten block trade, such ZHG Party shall instruct themanaging underwriter(s) or broker(s) not to Transfer any shares of Common Stock to any Person or Group that is a 5% Stockholder or that would become theBeneficial Owner of five percent (5%) or more of the total outstanding Common Stock as a result of the Transfer (unless, in each case, the identity of the Personpurchasing the shares of Common Stock is not known to the managing underwriter(s) or broker(s)) and (iii) with respect to a Transfer, other than a PermittedTransfer, that is an underwritten block trade, such ZHG Party shall instruct the broker(s) not to Transfer any shares of Common Stock to a Restricted Entity (unlessthe identity of the Person purchasing the shares of Common Stock is not known to such ZHG Party or broker(s)). For purposes of this Section 4.1(c) , the totalnumber of shares of Common Stock outstanding at any time shall be the number specified in the most recent SEC filing of the Company disclosing the totalnumber of shares of Common Stock outstanding.

(d) Any Transfer or attempted Transfer of Equity Securities of the Company in violation of this Section 4.1 shall, to the fullest extent permitted by applicableLaw, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any suchpurported transaction on the books of the Company.

(e) Following any Transfer by a ZHG Party contemplated by Section 4.1(b)(vi) , ZHG shall (i) promptly notify the Company in writing upon receipt of anynotice of acceleration or foreclosure from a financial institution under the applicable loan or debt transaction, and

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(ii) reimburse any reasonable costs and expenses incurred by the Company in connection with (x) the establishment of such mortgage, encumbrance or pledge or(y) any Transfer of shares of Common Stock to such financial institution in connection with such event of acceleration or foreclosure.

(f) The Company shall use reasonable efforts to have the shares of Common Stock purchased pursuant to the Stock Purchase Agreement registered directlyon the books and records of the transfer agent in the name of the applicable ZHG Party and maintained in book entries directly on the books and records of thetransfer agent in the name of the applicable ZHG Party. Any certificates for shares of Common Stock held by a ZHG Party as of the Closing Date shall bear alegend or legends (and appropriate comparable notations or other arrangements will be made with respect to shares maintained in the form of book entries)referencing restrictions on transfer of such shares under the Securities Act and under this Agreement which legend shall state in substance:

THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO ANEXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTRELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATESECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS.

THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENTDATED AS OF March 24, 2017, AMONG SEAWORLD ENTERTAINMENT, INC., SUN WISE (UK) CO., LTD AND, SOLELY FOR PURPOSES OFSECTION 4.3 THEREOF, ZHONGHONG ZHUOYE GROUP CO., LTD., AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITHTHE SECRETARY OF THE COMPANY.

Notwithstanding the foregoing, upon the request of the applicable ZHG Party, (i) in connection with any Transfer of Common Stock Transferred inaccordance with the terms of this Agreement (other than Section 4.1(b)(ii) and Section 4.1(b)(iii) ), the Company shall promptly cause the second paragraph of thelegend (or notation) to be removed upon such Transfer if such restrictions would not be applicable following such Transfer, (ii) following receipt by the Companyof an opinion of counsel reasonably satisfactory to the Company to the effect that such legend (or notation) may be lifted in connection with the Transfer ofCommon Stock, the Company shall promptly cause the first paragraph of the legend (or notation) to be removed from any Common Stock to be Transferred inaccordance with the terms of this Agreement, and (iii) to the extent the first and second paragraph of the legend (or notation) would be removed pursuant to thisparagraph in connection with any Transfer of Common Stock, the Company shall use reasonable efforts to cause such Common Stock to be registered in the nameof The Depository Trust Company’s nominee.

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4.2 Right of First Refusal .

(a) If the Company, at any time or from time to time following the Closing, proposes to issue (a “ New Issuance ”) any New Securities, for cash in anoffering that is not an underwritten public offering or an offering pursuant to Rule 144A (or a successor rule) under the Securities Act (any such offering, a “Private Placement ”), the Company shall provide ZHG with written notice (an “ Issuance Notice ”) of such New Issuance at least thirty (30) days prior to theissuance of such New Securities. The Issuance Notice shall set forth the material terms and conditions of the New Issuance, including (i) the proposed number ofNew Securities if known or, if not known, an estimate thereof, (ii) a description of the New Securities and proposed manner of sale, (iii) the purchase price per NewSecurity (or conversion price or premium in the event of an offering of convertible debt) (the “ Per Security Offering Price ”) if known or, if not known, anestimate thereof, and (iv) the proposed issuance date if known or, if not known, an estimate thereof. ZHG shall be entitled to purchase (either directly or throughany other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees), at the Per Security Offering Price and on the other terms andconditions specified in the Issuance Notice, up to the number of such New Securities that would result in the aggregate Total Share Ownership of the ZHG Entities,as a percentage of the total number of outstanding shares of Common Stock immediately following such New Issuance being equal to the aggregate Total ShareOwnership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock immediately prior to such New Issuance, provided thatfor this purpose such percentage shall not exceed the Maximum Ownership Percentage. Notwithstanding the foregoing, the number of New Securities that ZHG(directly or through any other ZHG Parties or their Controlled Affiliates that are ZHG Permitted Transferees) shall be entitled to purchase pursuant to thisSection 4.2 with respect to any New Issuance shall be limited to the maximum amount that may be issued by the Company to ZHG (directly or through any otherZHG Parties or their Controlled Affiliates that are ZHG Permitted Transferees) without requiring approval of such issuance by the stockholders of the Companyunder the rules of the Exchange, as determined in good faith by the Company (which such determination shall be binding on the parties).

(b) ZHG may exercise its rights under this Section 4.2 by delivering written notice of its election to purchase (either directly or through any other ZHGParties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) such New Securities to the Company within ten (10) days after receipt of theIssuance Notice, which notice shall specify the number of New Securities requested to be purchased by ZHG. Delivery of such notice shall constitute a bindingcommitment of ZHG to purchase (either directly or through any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) theamount of New Securities so specified at the Per Security Offering Price and on the terms and conditions specified in the Issuance Notice. If, at the termination ofsuch ten (10) day period, ZHG has not exercised its right to purchase any such New Securities, ZHG shall be deemed to have waived its rights under thisSection 4.2 with respect to, and only with respect to, the purchase of the New Securities specified in the applicable Issuance Notice.

(c) The closing of any sale of New Securities to ZHG, any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transfereespursuant to this Section 4.2 shall take place concurrently with the consummation of the sale of the New Securities on the terms set forth in the Issuance Notice to allother Persons purchasing such New Securities (the “ New Issuance Closing ”).

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(d) If the Company issues, at the New Issuance Closing, less than all of the New Securities described in the Issuance Notice, then the number of NewSecurities that ZHG (and any other ZHG Parties and any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) shall be entitled to purchase inconnection with such New Issuance pursuant to this Section 4.2 shall be reduced proportionately and ZHG’s notice delivered pursuant to Section 4.2(b) shall bedeemed amended to reflect such reduction. If the number of New Securities is reduced as contemplated by this Section 4.2(d) , the Company shall not issue or sellthe remainder of the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 .

(e) If the New Issuance Closing (other than any over-allotment closing) does not occur within ninety (90) days after the date of the Issuance Notice, theCompany shall not issue or sell the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 .

(f) ZHG (or any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) shall, prior to the closing of any PrivatePlacement in which any of them has elected to purchase New Securities pursuant to this Section 4.2 , execute and deliver all such documents and instruments as arecustomarily required in connection with such an offering or are reasonably requested by the Company, including, without limitation, customary investmentrepresentations and representations as to its status as the type of offeree to whom a private sale may be made pursuant to the Securities Act, and any failure todeliver or enter into any such documents and instruments at or prior to such closing shall constitute a waiver of the right of first refusal set forth in this Section 4.2with respect to such New Issuance.

(g) Notwithstanding the foregoing provisions of this Section 4.2 , this Section 4.2 shall not apply and the ZHG Entities shall have no rights under thisSection 4.2 if, at any time, any ZHG Entity breaches any of the Material Terms in any material respect and such breach continues after written notice from theCompany and a thirty (30) day opportunity to cure.

4.3 Standstill .

(a) Subject to Section 4.3(b) and Section 4.3(c) , on and after the Closing, ZHG Group and the ZHG Parties shall not, shall cause their respective Affiliatesnot to, and shall cause the representatives of ZHG Group, the ZHG Parties and their respective Affiliates acting at their direction not to, in any manner, directly orindirectly, without the prior written consent of, or waiver by, the Company:

(i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Securities of the Company (includingany rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from suchEquity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinationsof the foregoing)) other than: (A) as a

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result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Securitiesof the Company; (B) pursuant to Section 4.1(b)(ii) , Section 4.1(b)(iii) , Section 4.2 or Section 4.3(c) or (C) a Transfer between ZHG Parties; provided , thatno ZHG Party shall be in breach of this Section 4.3(a)(i) as a result of the acquisition by any ZHG Designee of any Equity Securities of the Companypursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any ZHG Designee, or (y) the exercise of any stockoptions, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to any ZHG Designee;

(ii) make any public announcement or public offer with respect to any merger, business combination, recapitalization, reorganization, restructuring,liquidation, change of control or other similar extraordinary transaction involving the Company or any of its Subsidiaries (unless such transaction isapproved or affirmatively recommended by the Board);

(iii) make, knowingly encourage or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SECpromulgated pursuant to Section 14 of the Exchange Act) to vote any Voting Securities, or seek to advise or influence any Person with respect to the votingof, any Voting Securities (other than, in each case, in a manner that is consistent with the Board’s recommendation in connection with a matter);

(iv) seek election to, or seek to place a representative on, the Board or removal of any member of the Board or otherwise act, alone or in concert withothers, to seek representation or to control or influence the management, the Board or policies of the Company (other than (A) with respect to the election orremoval of a ZHG Designee or (B) to vote in accordance with the requirements of Article III);

(v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company;

(vi) form, join or in any way participate in a Group with respect to Equity Securities (other than a Group consisting solely of ZHG Parties);

(vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company (for the avoidanceof doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier, industry participant or the like);

(viii) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons inconnection with any of the foregoing activities;

(ix) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing activities;

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(x) arrange, or in any way provide, directly or indirectly, any financing for the purchase by any Person or Group of any Equity Securities or assets ofthe Company, other than financing for (A) the purchase of assets then being offered for sale by the Company and approved by the disinterested Directors,(B) the Transfer of any shares of Common Stock to a ZHG Party or a ZHG Permitted Transferee, (C) purchases of any Equity Securities of the Company bya ZHG Entity that are permitted by this Agreement and (D) a ZHG Acquisition.

(xi) take any action that ZHG Group or a ZHG Party knows, or would reasonably be expected to know, after consultation with outside legal counsel,would require the Company to make a public announcement regarding the possibility of an Acquisition; or

(xii) contest the validity of this Section 4.3(a) or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of therestrictions contained herein, it being understood and agreed that (A) without prejudice to Section 2.5 , this Section 4.3 shall not limit (x) the activities of anyZHG Designee taken in good faith in his or her capacity as a Director or (y) the participation of any ZHG Designee in any Board (or committee of the Board,as applicable) discussions, deliberations, negotiations or determinations, and (B) ZHG and ZHG Group shall be responsible for any breach of this Section 4.3caused by any action taken by any ZHG Entity or by a representative of a ZHG Entity acting at the direction of any ZHG Entity.

(b) Notwithstanding anything to the contrary in Section 4.3(a) , on and after the date hereof, other than during any Standstill Commitment Period, no ZHGParty shall be prohibited or restricted from: (i) initiating and engaging in private discussions with, and/or making and submitting to, the Company and/or the Boarda non-public, confidential Acquisition Proposal so long as such ZHG Party does not know, and would not be reasonably expected to know, after consultation withoutside legal counsel, that such actions would be reasonably likely to require ZHG, the Company or any other Person to make a public announcement regardingsuch Acquisition Proposal; or (ii) from and after a public announcement of a definitive agreement with respect to an Acquisition entered into between the Companyand any Person other than a ZHG Entity and until the earlier of (A) the closing of such Acquisition and (B) thirty (30) days after the termination of such definitiveagreement, notwithstanding any ZHG Standstill Commitment, making and submitting to the Company, the Board, and/or the Company’s stockholders, analternative Acquisition Proposal on a publicly disclosed and announced basis for all outstanding shares of Common Stock, which, if a tender or exchange offer,shall be on the same terms for all such shares and include a non-waivable condition that a majority of outstanding shares of Common Stock not Beneficially Ownedby any ZHG Entity are tendered into such offer. For the avoidance of doubt, Section 3.2 , Section 4.3(a) and Section 4.6 shall continue to apply except to the extentsuch provisions would prevent a ZHG Party from taking the actions expressly permitted by Section 4.3(b)(i) or Section 4.3(b)(ii) .

(c) Notwithstanding anything to the contrary in Section 4.3(a) , ZHG may (directly or through any other ZHG Parties or any of their respective ControlledAffiliates that are ZHG Permitted Transferees), at any time and from time to time, purchase shares of Common Stock in open market transactions in an amountthat, when aggregated with the number of shares of

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Common Stock then Beneficially Owned by all ZHG Entities, would not then exceed a percentage of the shares of Common Stock outstanding at such time equalto the lower of (i) twenty four and nine-tenths percent (24.9%) and (ii) the Adjusted Ownership Percentage (such lower percentage, the “ Maximum OwnershipPercentage ” ). The “ Adjusted Ownership Percentage ” shall initially be equal to twenty four and nine-tenths percent (24.9%) and, upon each Transfer of sharesof Common Stock by a ZHG Entity that (A) is to a Person other than another ZHG Entity and (B) occurs when the aggregate Total Share Ownership of the ZHGEntities, as a percentage of the total number of outstanding shares of Common Stock is less than or equal to twenty four and nine-tenths percent (24.9%) or causessuch percentage to be less than twenty four and nine-tenths percent (24.9%), shall be reduced by a percentage (the “ Reduction Percentage ” ) equal to thepercentage of the total number of outstanding shares of Common Stock that such Transfer of shares of Common Stock constituted, but in no event shall aReduction Percentage be greater than the difference between twenty four and nine-tenths percent (24.9%) and the aggregate Total Share Ownership of the ZHGEntities, as a percentage of the total number of outstanding shares of Common Stock, following such Transfer. For purposes of this Section 4.3(c) , the total numberof shares of Common Stock outstanding at any time shall be the number specified in the latest of (i) the most recent SEC filing of the Company disclosing the totalnumber of shares of Common Stock outstanding or (ii) a written notice from the Company, which will be provided to ZHG as soon as reasonably practicable upona written request therefor from ZHG following any New Issuance or Stock Acquisition.

4.4 Information and Access Rights . The books and records of the Company shall be available for inspection by the ZHG Parties at the principal place ofbusiness of the Company. The Company shall, and shall cause its Subsidiaries to, (i) afford the ZHG Parties and their respective agents access at all reasonabletimes to its officers, employees, auditors, legal counsel, properties, offices and other facilities and to all of its books and records, (ii) afford the ZHG Parties andtheir respective agents with the opportunity to consult with its officers from time to time as the ZHG Parties may reasonably request regarding the affairs, financesand accounts of the Company and its Subsidiaries, (iii) to the extent otherwise prepared by the Company, provide annual operating and capital expenditure budgetsand periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries and (iv) subject to applicable Law, provide anyadditional information regarding the affairs, finances and accounts of the Company and its Subsidiaries that is reasonably requested by the ZHG Parties from timeto time (it being acknowledged that the Company may reasonably withhold information that constitutes a trade secret or other competitively sensitive intellectualproperty or is subject to attorney-client privilege). ZHG hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, ZHG and itsAffiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto asExhibit D , which such Confidentiality Agreement shall be executed and delivered concurrently with the Closing (the “ Confidentiality Agreement ”).

4.5 Cooperation . Following the Closing, the Company and ZHG shall, from time to time, engage in good faith discussions regarding strategic cooperationthat may be mutually beneficial to such parties.

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4.6 Tender of Shares in Certain Acquisitions . If, at any time when (i) ZHG Entities Beneficially Own Voting Securities in excess of the Voting PercentageLimit, and (ii) any Acquisition (other than a Specified Acquisition) by a Person other than a ZHG Entity is to be effected by means of a tender or exchange offerthat has been approved and recommended (and such recommendation has not been withdrawn) by the Board, the ZHG Parties shall tender into such offer, prior toany expiration thereof (as such offer may be extended from time to time), all the shares of Common Stock Beneficially Owned by ZHG Entities in excess of theVoting Percentage Limit in the same proportion as the shares of Common Stock not Beneficially Owned by ZHG Entities are so tendered. Such tender by the ZHGParties shall be made within twelve (12) hours of notification from any depositary for such tender or exchange offer of the percentage of Voting SecuritiesBeneficially Owned by holders other than ZHG Entities then received by such depositary. The ZHG Parties shall be free, in their sole discretion, to tender or nottender into such offer, any and all shares of Common Stock Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit.

4.7 Public Announcements . The initial press release with respect to this Agreement shall be a joint press release to be reasonably agreed upon by ZHG andthe Company. Thereafter, ZHG and the Company shall consult with each other before issuing any press release, or other public announcement with respect to thisAgreement or the matters contemplated hereby and, except in respect of any such press release or other public announcement as may be required by applicable Lawor any applicable rule of any securities exchange or association, shall not issue any such press release or other public announcement prior to such consultation.ZHG Group and the ZHG Parties shall not, shall cause their respective Affiliates not to, and shall cause the representatives of ZHG Group, the ZHG Parties andtheir respective Affiliates acting at their direction not to, in any manner, disparage or cause to be disparaged the Company or its Affiliates or any of its or theirrespective current or former directors or executive officers, and the Company shall not, shall cause its Affiliates not to, and shall cause its representatives and therepresentatives of its Affiliates acting at their direction not to, in any manner disparage or cause to be disparaged any of the ZHG Parties, the ZHG Group, or any oftheir respective Affiliates, or any of its or their respective current or former directors, managers or executive officers,

4.8 Corporate Opportunities . On or before the Closing, the Company and the Board (or a duly authorized committee thereof) shall, in compliance withapplicable Law, take all actions necessary to duly adopt the resolutions substantially as set forth in Exhibit E to this Agreement and such resolutions shall remain ineffect until the later of (i) termination of this Agreement, or (ii) no ZHG Designee is a member of the Board.

4.9 Translator . The individuals nominated by the ZHG Designator pursuant to Section 2.1(a) and any ZHG Designees who reasonably require a translator tofacilitate participation in the meetings of the Board (or a committee thereof), shall be permitted to attend any meetings of the Board (or a committee thereof) or anyother meetings with representatives of the Company (including, without limitation, any interviews pursuant to Section 2.4(c) ), whether in person, by telephone orotherwise, with such translator; provided , that (a) such translator shall have previously executed a standard from of confidentiality agreement with the Company,(b) such translator shall be at the sole cost and expense of the ZHG Entities, (c) such translation shall be conducted only on a simultaneous basis (also referred to as“U.N.-style”) and (d) such translation shall otherwise be conducted in a manner that is not disruptive to the proceedings of the Board (and the committees thereof),as determined by the Nominating and Governance Committee acting in good faith. For the avoidance of doubt, (i) all meetings of the Board (and

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the committees thereof) shall be conducted in the English language and (ii) the Nominating and Governance Committee shall have the right to exclude thetranslator from any and all meetings of the Board (or any committee thereof) if the Nominating and Corporate Governance Committee determines, acting in goodfaith, that such translation is or will be disruptive to the proceedings of the Board (and the committees thereof).

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Company . The Company hereby represents and warrants to ZHG as follows as of the Closing:

(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has allrequisite power and authority to execute and deliver this Agreement and to perform its obligations under the Agreement.

(b) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not andwill not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have beenobtained) under, (x) applicable Law, (y) the organizational documents of the Company, or (z) any contract or agreement to which the Company is a party.

(c) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have beenduly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and,assuming the due authorization, execution and delivery by ZHG, constitutes a legal, valid and binding obligation of the Company, enforceable against the Companyin accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to generalprinciples of equity.

(d) The Board (or a duly authorized committee thereof) has taken all action necessary to approve the transactions contemplated by the Stock PurchaseAgreement and any other action which may be necessary, in compliance with applicable Law, to render inapplicable to ZHG and, to the fullest extent permitted byLaw, any other ZHG Party the restrictions on “business combinations” set forth in the Company Charter. No “business combination”, “moratorium,” “controlshare,” “fair price,” “takeover,” “interested stockholder,” or similar Law is applicable to the Stock Purchase Agreement or the transactions contemplated thereby,including but not limited to Section 203 of the Delaware General Corporation Law.

5.2 Representations and Warranties of ZHG . ZHG hereby represents and warrants to the Company as follows as of the Closing:

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(a) ZHG is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. ZHG has all requisite power andauthority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b) The execution and delivery by ZHG of this Agreement and the performance by ZHG of its obligations under this Agreement do not and will not conflictwith or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under,(x) applicable Law, (y) its organizational documents, or (z) any contract or agreement to which it is a party.

(c) The execution and delivery by ZHG of this Agreement and the performance by ZHG of its obligations under this Agreement have been duly authorizedby all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by ZHG and, assuming the due authorization,execution and delivery by the Company, constitutes a legal, valid and binding obligation of ZHG, enforceable against it in accordance with its terms, subject tobankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

5.3 No Other Representations or Warranties . Each of ZHG and the Company hereby acknowledges and agrees that (a) except for the express representationsand warranties set forth in this Article V, neither party hereto nor any Person acting on its behalf is making any representation or warranty of any kind, express orimplied, in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated herebyand thereby, and (b) neither party hereto has relied on the accuracy or completeness of any information furnished by the other party hereto or any Person acting onits behalf in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated herebyand thereby.

ARTICLE VI

GENERAL PROVISIONS

6.1 Termination . Unless otherwise specified herein, this Agreement shall automatically terminate on the earlier to occur of (a) the date on which theaggregate Total Share Ownership of the ZHG Entities is less than five percent (5%) of the total number of shares of Common Stock outstanding as of such date and(b) the termination of the Stock Purchase Agreement prior to the Closing in accordance with its terms; provided, that Section 2.6 shall survive the termination ofthis Agreement indefinitely.

6.2 Notices . Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be deemed given(a) when delivered personally, (b) two (2) Business Days after being sent, if sent by internationally recognized overnight courier, or (c) when sent, if transmitted byfacsimile (which such facsimile shall be confirmed within 24 hours thereafter in a manner provided in clause (a) or (b)), in each case, to the parties at the followingaddresses (or at such other address for a party as shall be specified by prior written notice from such party):

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if to the Company:

SeaWorld Entertainment, Inc.9205 South Park Center Loop, Suite 400Orlando, FL 32819USAAttention: General CounselFax: +1 (407) 226-5039

with a copy (not constituting notice) to:

Latham & Watkins LLP330 N. Wabash Ave., Suite 2800Chicago, IL 60611USAAttention: Cathy A. Birkeland Bradley C. FarisFax: +1 (312) 993-9767

if to ZHG:

c/o Zhonghong Zhuoye Group Co., Ltd.Building No. 8, Eastern International, No. 1Ciyunsi, Chaoyang DistrictBeijing, Peoples Republic of China 100025Attention: Yu TingFax: +(0086) 010-85356993


Paul Hastings LLP515 South Flower Street, 25 th FloorLos Angeles, CA 90071Attention: Robert A. Miller, Jr.Fax: +1 (213) 996-3254

6.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified, and the observance of any term hereof may be waived,only by a written instrument executed by (i) the Company and (ii) the ZHG Designator. Neither the failure nor delay on the part of any party hereto to exercise anyright, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power orprivilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power orprivilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall beeffective unless it is in writing and is signed by the party asserted to have granted such waiver. Any amendment, supplement or modification to this Agreement andany waiver of any term hereof effected in accordance with this Section 6.3 shall be binding on each party hereto and all of such party’s successors and permittedassigns, whether or not such party, successor or permitted assign entered into or approved such amendment, supplement or modification.

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6.4 Further Assurances . Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as anyother party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.

6.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. ThisAgreement may not be assigned, except by any ZHG Party to any ZHG Permitted Transferee that has executed a joinder agreement substantially in the formattached as Exhibit C to this Agreement, without the express prior written consent of the other parties hereto, and any attempted assignment, without such consent,will be null and void.

6.6 Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish anythird party beneficiary hereto.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principlesof conflicts of Laws thereof.

6.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of orrelating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusivejurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State ofDelaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware),including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts,the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives anyobjections to such jurisdiction on the grounds of venue or forum non conveniens , the absence of in personam or subject matter jurisdiction and any similar groundsor any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any suchjudicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted byLaw, service of process may be made by delivery provided pursuant to the directions in Section 6.2 . EACH OF THE PARTIES HEREBY WAIVES TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE,CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

6.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other partieshereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly

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agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any otherremedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

6.10 Entire Agreement . This Agreement, the Confidentiality Agreement and any Director Confidentiality Agreement with a ZHG Designee set forth theentire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants orunderstandings with respect to the subject matter hereof other than those expressly set forth herein or in the Confidentiality Agreement or any such DirectorConfidentiality Agreement. This Agreement, the Confidentiality Agreement and any such Director Confidentiality Agreement supersede all other prior agreementsand understandings between the parties with respect to such subject matter, other than, with respect to the confidentiality and non-use restrictions set forth in(a) that certain letter agreement regarding confidentiality, dated February 17, 2017, by and between the Company and ZHG Group with respect to informationdisclosed thereunder prior to the Closing, but only to the extent such information is not otherwise subject to the confidentiality and non-use restrictions set forth inthe Confidentiality Agreement or Director Confidentiality Agreement, and (b) that certain confidentiality agreement, dated October 27, 2016, by and between theCompany and ZHG Group with respect to information disclosed thereunder prior to the date hereof, but only to the extent such information is not otherwise subjectto the confidentiality and non-use restrictions set forth in the Confidentiality Agreement or Director Confidentiality Agreement (it being understood that, in eachcase, such letter agreement and confidentiality agreement shall remain in full force and effect in accordance with their respective terms with respect to theconfidentiality and non-use restrictions set forth therein with respect to such information disclosed thereunder prior to the Closing or the date hereof, as applicable).

6.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be heldto be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid andenforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid andenforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not beaffected thereby.

6.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included forconvenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

6.13 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed anoriginal, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

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6.14 Effectiveness of this Agreement . This Agreement shall become automatically effective upon the Closing, without the requirement of any further actionby any Person, and until the Closing (if any), this Agreement shall be of no force or effect and shall create no rights or obligations on the part of any party hereto.

[ Remainder Of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


By: /s/ Joel K. ManbyName: Joel K. ManbyTitle: Chief Executive Officer and President


By: /s/ Yongli WangName: Yongli WangTitle: Director

ZHONGHONG ZHUOYE GROUP CO., LTD.(solely for purposes of Section 4.3 )

By: /s/ Yongli WangName: Yongli WangTitle: Authorized Signatory

[Signature Page to Stockholders Agreement]

Exhibit 99.4

REGISTRATION RIGHTS AGREEMENT

by and between


and


Dated as of March 24, 2017

TABLE OF CONTENTS Article I DEFINITIONS 1

Article II DEMAND REGISTRATION RIGHTS 4

Section 2.1 Long-Form Registration 4 Section 2.2 Short-Form Registration 5 Section 2.3 Shelf Registration 5 Section 2.4 Payment of Expenses for Demand Registrations 6 Section 2.5 Priority 6 Section 2.6 Restrictions 6 Section 2.7 Selection of Underwriters 7 Section 2.8 Additional Rights 7

Article III PIGGYBACK REGISTRATIONS 7

Section 3.1 Right to Piggyback 7 Section 3.2 Priority on Primary Registrations 8 Section 3.3 Priority on Secondary Registrations 8 Section 3.4 Selection of Underwriters 8 Section 3.5 Payment of Expenses for Piggyback Registrations 9

Article IV ADDITIONAL AGREEMENTS 9

Section 4.1 Holders’ Agreements 9 Section 4.2 Company’s Agreements 9 Section 4.3 Suspension of Resales 9

Article V REGISTRATION PROCEDURES 10

Section 5.1 Company Obligations 10

Article VI REGISTRATION EXPENSES 13

Section 6.1 The Company’s Expenses 13 Section 6.2 The Stockholder’s Expenses 14

Article VII INDEMNIFICATION 14

Section 7.1 By the Company 14 Section 7.2 By Each Holder of Registrable Securities 14 Section 7.3 Procedure 15 Section 7.4 Survival 16

i

Article VIII CONTRIBUTION 16

Section 8.1 Contribution 16 Section 8.2 Equitable Considerations; Etc. 16

Article IX COMPLIANCE WITH RULE 144 AND RULE 144A 17

Section 9.1 Compliance with Rule 144 and Rule 144A 17

Article X PARTICIPATION IN UNDERWRITTEN REGISTRATIONS 17

Section 10.1 Participation in Underwritten Registrations 17

Article XI MISCELLANEOUS 17

Section 11.1 Amendments and Waivers 17 Section 11.2 Successors and Assigns 17 Section 11.3 Descriptive Headings 18 Section 11.4 Notices 18 Section 11.5 GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL 18 Section 11.6 Reproduction of Documents 19 Section 11.7 Remedies 19 Section 11.8 Further Assurances 19 Section 11.9 No Presumption Against Drafter 19 Section 11.10 Severability 20 Section 11.11 Entire Agreement 20 Section 11.12 Execution in Counterparts 20 Section 11.13 Effectiveness 20 Section 11.14 No Third Party Beneficiaries 20 Section 11.15 Waiver of Certain Damages 20 Section 11.16 Confidentiality 21

ii

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of March 24, 2017, is by and between SEAWORLDENTERTAINMENT, INC., a Delaware corporation (the “ Company ”), and Sun Wise (UK) Co., LTD, (“ Purchaser ”) a private limited company incorporatedunder the laws of England.

RECITALS

WHEREAS, Purchaser and Blackstone Capital Partners V L.P. and certain of its affiliates (collectively, “ Blackstone ”) have, as of the date hereof, enteredinto the Stock Purchase Agreement (as defined below), pursuant to which, among other things, Purchaser has agreed to purchase from Blackstone, and Blackstonehas agreed to sell to Purchaser, shares of the Company’s Common Stock (as defined below), subject to the terms and conditions set forth in the Stock PurchaseAgreement;

WHEREAS, the Company is entering into this Agreement as a condition to Purchaser’s willingness to enter into the Stock Purchase Agreement;

WHEREAS, concurrently with the execution of this Agreement, the Company and Purchaser are entering into the Stockholders Agreement (as definedbelow);

WHEREAS, the Company is entering into this Agreement in consideration of, and as a condition and inducement to, Purchaser’s willingness to enter into theStockholders Agreement; and

WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, the Company and Purchaser wish to define certainregistration rights granted to Purchaser on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in thisAgreement:

“ Affiliate ” means as to any specified Person, any other Person directly or indirectly controlling or controlled by or under common control with suchspecified Person. For purposes of this definition, “ control ,” as used with respect to any Person, means the possession, directly or indirectly, of the power to director cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposesof this definition, the terms “ controlling ,” “ controlled by ” and “ under common control with ” have correlative meanings.

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“ Agreement ” as defined in the Preamble.

“ Blackstone ” as defined in the Recitals.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or other day in New York, NY on which banking institutions are authorized by law orregulations to close.

“ Closing ” as defined in the Stock Purchase Agreement.

“ Commission ” means the U.S. Securities and Exchange Commission and any successor agency performing comparable functions.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” as defined in the Preamble.

“ Demand Registrations ” as defined in Section 2.3(a) .

“ Demand Registration Statements ” as defined in Section 2.3(a) .

“ Effective Date ” means the date on which the Closing (as defined in the Stock Purchase Agreement) occurs pursuant to the terms of the Stock PurchaseAgreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commissionthereunder, as the same shall be in effect from time to time.

“ Governmental Authority ” means any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction,any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“ Indemnified Party ” as defined in Section 7.3 .

“ Indemnifying Party ” as defined in Section 7.3 .

“ Long-Form Demand Registration ” as defined in Section 2.1(b) .

“ Long-Form Demand Registration Statement ” as defined in Section 2.1(a) .

“ New Issuance ” as defined in the Stockholders Agreement.

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“ Permitted Transferee ” means (i) a ZHG Party, (ii) a ZHG Permitted Transferee that has executed a joinder agreement to the Stockholders Agreement and(iii) a pledgee (or assignee thereof) that is pledged shares of Common Stock as part of a “Permitted Transfer” in accordance with the terms and conditions of theStockholder Agreement and that has agreed to comply with the restrictions in Section 4.1 of the Stockholders Agreement.

“ Person ” means an individual, a corporation, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, atrust, estate or other fiduciary or any other legal entity, and any Governmental Authority.

“ Piggyback Registration ” as defined in Section 3.1 .

“ Piggyback Registration Statement ” as defined in Section 3.1 .

“ Purchaser ” as defined in the Preamble.

“ Public Offering ” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under theSecurities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 orany successor forms thereto).

“ Registrable Securities ” means all shares of Common Stock held by a Stockholder, including shares of Common Stock purchased in a New Issuance inaccordance with Section 4.2 of the Stockholders Agreement, and any securities into which the Common Stock may be converted or exchanged pursuant to anymerger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company and any equity securities of theCompany then outstanding which were issued or issuable as a dividend, stock split or other distribution with respect to or in replacement of Common Stock held bya Stockholder (whether now held or hereafter acquired, and including any such securities received by a Stockholder upon the conversion or exchange of, orpursuant to such a transaction with respect to, other securities held by such Stockholder). As to any Registrable Securities, such securities will cease to beRegistrable Securities when: (i) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have beendisposed of pursuant to such effective registration statement; (ii) such Registrable Securities shall have been sold pursuant to Rule 144 (or any similar provisionthen in effect) under the Securities Act; (iii) such Registrable Securities may be sold pursuant to Rule 144 (or any similar provision then in effect) withoutlimitation thereunder on volume or manner of sale; (iv) such Registrable Securities cease to be outstanding, or (v) such Registrable Securities have been sold in aprivate transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“ Registration Expenses ” as defined in Section 6.1 .

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similarrule or regulation hereafter adopted by the Commission as a replacement thereto.

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“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commissionthereunder, as the same shall be in effect from time to time.

“ Shelf Demand Registration ” as defined in Section 2.3(a) .

“ Shelf Registration Statement ” as defined in Section 2.3(a) .

“ Short-Form Demand Registration ” as defined in Section 2.2 .

“ Short-Form Demand Registration Statement ” as defined in Section 2.2 .

“ Stockholder ” means Purchaser or any transferee to whom Purchaser has transferred Registrable Securities in accordance with the Stockholders Agreementand to whom registration rights are assigned pursuant to and in accordance with Section 11.2 , in each case that is a holder of Registrable Securities.

“ Stockholders Agreement ” means that certain Stockholders Agreement, dated as of the date hereof, by and between the Company and Purchaser.

“ Stock Purchase Agreement ” means that certain Stock Purchase Agreement, dated as of the date hereof, among Purchaser and Blackstone.

“ ZHG Party ” as defined in the Stockholders Agreement.

“ ZHG Permitted Transferee ” as defined in the Stockholders Agreement.

ARTICLE II

DEMAND REGISTRATION RIGHTS

Section 2.1 Long-Form Registration .

(a) Subject to the terms of this Agreement and the Stockholders Agreement, a Stockholder shall be entitled to request registration under the SecuritiesAct of the resale of all or part of the Stockholder’s Registrable Securities on Form S-1 or any similar long-form registration statement (a “ Long-Form DemandRegistration Statement ”); provided, however , that with respect to any request under this Section 2.1(a) : (i) the Company shall not otherwise be eligible at the timeof the request to file a registration statement on Form S-3 or any similar short form registration statement for the resale of Registrable Securities by theStockholder; and (ii) the Stockholder shall, at the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement tosell the Common Stock to be registered pursuant to the applicable registration statement.

(b) Upon receipt of any written request pursuant to this Section 2.1 , the Company will use its reasonable best efforts to effect the registration underthe Securities Act. A registration requested pursuant to this Section 2.1 is referred to herein as a “ Long-Form Demand Registration .”

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Section 2.2 Short-Form Registration . In addition to the Long-Form Demand Registration right provided pursuant to Section 2.1 above, at any time afterthe date hereof when the Company is eligible to use Form S-3, the Stockholder shall be entitled to request, and the Company shall use reasonable best efforts tocause, registration under the Securities Act of the resale of all or part of their Registrable Securities on Form S-3 or any similar short-form registration statement (a“ Short-Form Demand Registration Statement ”); provided, however , that with respect to any requests under this Section 2.2 , the Stockholder shall, at theanticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell the Common Stock to be registered pursuantto the applicable registration statement. A registration requested pursuant to this Section 2.2 is referred to herein as a “ Short-Form Demand Registration .”

Section 2.3 Shelf Registration .

(a) Subject to the terms of this Agreement and the Stockholders Agreement, commencing at any time after the date a Stockholder is permitted underthe Stockholders Agreement to sell such Stockholder’s Registrable Securities and the Company is eligible to use Form S-3 or similar short-form registrationstatement, a Stockholder shall be entitled to request that the Company file a shelf registration statement on Form S-3, which, if the Company is a well-knownseasoned issuer, as defined by Securities Act Rule 405, at the time of the filing of such registration, may be an automatic shelf registration statement (and will be, ifrequested by the Stockholder requesting the registration), to register the resale of all or part of the Stockholder’s Registrable Securities, pursuant to Securities ActRule 415 (including the prospectus, amendments and supplements to the shelf registration statement or prospectus, including pre- and post-effective amendments,all exhibits thereto and all material incorporated by reference or deemed incorporated by reference, if any, in such shelf registration statement) (the “ ShelfRegistration Statement ” and, together with the Long-Form Demand Registration Statement and the Short-Form Demand Registration Statement, the “ DemandRegistration Statements ”). A registration requested pursuant to this Section 2.3(a) , including a shelf takedown from a Shelf Registration Statement, is referred toherein as a “ Shelf Demand Registration ” (and, together with the Long-Form Demand Registration and the Short-Form Demand Registration, the “ DemandRegistrations ”).

(b) The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the Commissionas soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration Statement effective, from the date such ShelfRegistration Statement becomes effective until the earliest to occur (i) the first date as of which all of the shares of Registrable Securities included in the ShelfRegistration Statement have been sold or (ii) a period of three (3) years.

(c) The Stockholder shall be limited to a total of six (6) Demand Registrations (including, with respect to a Shelf Demand Registration, anunderwritten shelf takedown) pursuant to Section 2.1 , Section 2.2 or Section 2.3 . Other than as provided by Section 2.4 and Section 6.1 , a registration will notcount as a Demand Registration until the Demand Registration Statement has become effective and, with respect to an underwritten shelf takedown, the prospectussupplement for such offer has been filed with the Commission.

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Section 2.4 Payment of Expenses for Demand Registrations . The Company will pay all Registration Expenses (as defined in Section 6.1 below) for up tothree (3) Demand Registrations permitted under Section 2.1 , Section 2.2 and Section 2.3 ; provided, however that if a Stockholder requests more than three(3) Demand Registrations (including any Demand Registrations forfeited by the Stockholder in accordance with this Section 2.4 and Section 6.1 ), the Stockholderwill pay, in connection with such additional Demand Registrations, (i) all Registration Expenses; (ii) any underwriting discounts, commissions, transfer taxes andunderwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to the Registrable Securities; and (iii) the expenses and feesfor listing the securities to be registered on each securities exchange. A registration will not count as a Demand Registration until the registration statement hasbecome effective and, with respect to an underwritten shelf takedown, the prospectus supplement for such offer has been filed with the Commission; provided,however that if a Stockholder fails to reimburse the Company for reasonable and documented Registration Expenses with respect to a withdrawn DemandRegistration in accordance with Section 6.1 , the Stockholder shall forfeit such withdrawn Demand Registration.

Section 2.5 Priority . In the case of an underwritten offering, if the managing underwriters with respect to a Demand Registration advise the Company inwriting that, in their opinion, the inclusion of the number of Registrable Securities and other securities to be included in such underwritten offering creates asubstantial risk that the price per share will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are notRegistrable Securities, the number of such Registrable Securities that in the opinion of such underwriters can be sold without creating such a risk. In no event will aDemand Registration pursuant to Section 2.1 , Section 2.2 or Section 2.3 count as a Demand Registration for purposes of Section 2.3(c) unless (i) all RegistrableSecurities requested to be registered in such Demand Registration by the Stockholder are, in fact, registered in such registration if the offering is not underwritten,or (ii) at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, in fact, registered insuch registration if the offering is underwritten.

Section 2.6 Restrictions .

(a) The Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of (i) aprevious Demand Registration Statement; or (ii) a previous Piggyback Registration Statement under which the Stockholder requesting the Demand Registration hadpiggyback rights pursuant to Section 3.1 below wherein the Stockholder was permitted to register and sold at least 50% of the Registrable Securities included insuch Piggyback Registration Statement.

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(b) The Company may postpone the filing of a Demand Registration Statement for a reasonable “blackout period” not in excess of ninety (90) days if(i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of theCompany or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adverselyaffect the Company, or (ii) such registration would require the Company to recast its historical financial statements or prepare pro forma financial statements,acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply.

(c) Such blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business, financing or business combination transaction, adate not later than ninety (90) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) thefiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of therecasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, theCompany shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired businessfinancial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than two (2) blackout periodsduring any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more blackout periods pursuant to this Section 2.6or Section 4.3 shall not exceed one hundred eighty (180) days in the aggregate during any rolling period of three hundred sixty-five (365) days.

Section 2.7 Selection of Underwriters . In connection with any underwritten Demand Registration, the Stockholder initiating the Demand Registration shallhave the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the leadmanaging underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).

Section 2.8 Additional Rights . The Company represents that, upon the Closing, it will have no obligation to any Person (other than the Stockholder) toregister any of its securities, and agrees that it shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to theStockholders in this Agreement or grant any additional registration rights to any person or with respect to any securities that are not Registrable Securities thatadversely affect the priorities of the Stockholders pursuant to this Agreement.

ARTICLE III

PIGGYBACK REGISTRATIONS

Section 3.1 Right to Piggyback . At any time after the date on which a Stockholder is permitted under the Stockholders Agreement to sell Common Stock,whenever the Company proposes to register the issuance or sale of any of its Common Stock under the Securities Act for its own account or otherwise, and theregistration form to be used may be used for the registration of the resale of Registrable Securities (each, a “ Piggyback Registration ”) (except for the registrationson Form S-8 or Form S-4 or any successor form thereto) (a “ Piggyback Registration Statement ”), the Company will give written notice, at least fifteen (15) daysprior to

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the proposed filing of such registration statement, to the Stockholder of its intention to effect such a registration and will use reasonable best efforts to include insuch registration all Registrable Securities (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect to which the Company hasreceived written requests for inclusion specifying the number of Registrable Securities desired to be registered, which request shall be delivered within fifteen(15) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statementat any time in its sole discretion.

Section 3.2 Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary offering on behalf of the Company and themanaging underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included in the registration createsa substantial risk that the price per share of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf ofthe Company will be reduced, then the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration andthe underwriting, and the number of securities that may be included in such registration and underwriting shall include: (i) first, any securities that the Companyproposes to sell; (ii) second, any Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities onthe basis of the total number of Registrable Securities which are held by such holders, and (iii) third, other securities, if any, requested to be included in suchregistration to be allocated pro rata among the holders thereof.

Section 3.3 Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’ssecurities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registrationcreates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration: (i) first, the CommonStock requested to be included therein by the Person requesting such registration, (ii) second, the Registrable Securities requested to be included in suchregistration, pro rata among the other holders of such Registrable Securities on the basis of the total number of Registrable Securities which are held by suchholders; and (iii) third, other securities, if any, requested to be included in such registration to be allocated pro rata among the holders thereof.

Section 3.4 Selection of Underwriters . In connection with any underwritten Piggyback Registration initiated by the Company, the Company shall have theright to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managingunderwriter. In connection with any underwritten secondary Piggyback Registration, the Person initiating the Piggyback Registration shall have the right to(i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managingunderwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).

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Section 3.5 Payment of Expenses for Piggyback Registrations . The Company will pay all Registration Expenses (as defined in Section 6.1 below) for thePiggyback Registrations under this Article III .

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.1 Holders’ Agreements . To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that upon request of theCompany or the underwriters managing any underwritten offering of the Company’s securities, it will (i) not offer, sell, contract to sell, loan, grant any option topurchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) anyshares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that representthe right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or withrespect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offeringin question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during theninety (90) day period following, the effective date of the registration statement for such underwritten offering, and (ii) enter into and be bound by such form ofagreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director ofthe Company also agrees to substantially similar restrictions.

Section 4.2 Company’s Agreements . The Company agrees not to effect any public sale or public distribution of its equity securities, or any securitiesconvertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of theCompany for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or anysuccessor forms thereto), unless the underwriters managing the Public Offering otherwise agree.

Section 4.3 Suspension of Resales .

(a) The Company shall be entitled to suspend the use of the prospectus forming any part of a Demand Registration Statement or PiggybackRegistration Statement for a reasonable “blackout period” not in excess of ninety (90) days if (i) the Board determines that such registration or offering couldmaterially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosureof material non-public information, which premature disclosure could materially and adversely affect the Company, or (ii) an offering or sale pursuant to suchprospectus would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statementsor other information, with which requirement the Company is reasonably unable to comply.

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(b) The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business, financing or business combination transaction, adate not later than ninety (90) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) thefiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of therecasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, theCompany shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired businessfinancial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than two (2) blackout periodsduring any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more blackout periods under this Section 4.3 orSection 2.6 shall not exceed one hundred eighty (180) days in the aggregate during any rolling period of three-hundred sixty five (365) days.

(c) Each holder of Registrable Securities included in any such Demand Registration Statement or secondary Piggyback Registration Statement and notpreviously sold thereunder agrees that upon its receipt of a written certification from the Company notifying the Stockholder of such suspension, it willimmediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such Stockholder has received copies of thesupplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may beresumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.

ARTICLE V

REGISTRATION PROCEDURES

Section 5.1 Company Obligations . Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable bestefforts to effect the registration of Registrable Securities, or whenever the holders of Registrable Securities have requested that the resale of any RegistrableSecurities be registered pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:

(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with theCommission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statementto become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copiesof all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statementand to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of RegistrableSecurities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by suchcounsel with respect to such information);

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(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments andsupplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective fora period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a ShortForm Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and complywith the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordancewith the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to complyin all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untruestatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) furnish to each seller and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, eachamendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus)and such other documents as such seller or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by suchseller;

(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictionsas the Stockholders or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statementis required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller or underwriter toconsummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to dobusiness in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any suchjurisdiction, or (iii) subject itself or any of its Affiliates to taxation in any material respect in any such jurisdiction in which it is not subject to taxation);

(f) promptly notify each seller and underwriter of such Registrable Securities and confirm in writing, when a registration statement has becomeeffective and when any post-effective amendments and supplements thereto become effective;

(g) promptly notify each seller and underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to bedelivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untruestatement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.3 , prepare and deliver a supplementor amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untruestatement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

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(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similarsecurities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;

(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registrationstatement;

(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as theholders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of suchRegistrable Securities;

(k) use commercially reasonable efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timelypreparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securitiesto be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter ormanaging underwriter, if any, may reasonably request at least three (3) business days prior to any sale of Registrable Securities;

(l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in suchmanner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant tosuch registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporatedocuments and properties of the Company reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registrationstatement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller,underwriter, attorney, accountant or agent in connection with such registration statement; provided, however , that any records, information or documents that arefurnished by the Company and that are non-public shall be used only in connection with such registration;

(m) advise each seller and underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of theissuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for suchpurpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve(12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);

(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;

(q) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for inthe underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers ofRegistrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shallstate, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act andthat in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendmentor supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and

(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters withrespect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securitiespursuant to a registration statement.

ARTICLE VI

REGISTRATION EXPENSES

Section 6.1 The Company’s Expenses . Other than as provided by Section 2.4 , the Company will pay all reasonable expenses incident to the Company’sperformance of or compliance with this Agreement, including: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; feesand expenses incurred in connection with FINRA and rating agencies; costs and expenses related to analyst and investor presentations and “roadshows”; printingexpenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; fees and disbursements of the Company’s registered publicaccounting firm (including with respect to “comfort letters”); all reasonable fees and disbursements of one counsel for all Stockholders in connection with theregistration; reasonable fees and disbursements of all other Persons retained by the Company; and any other fees and disbursements customarily paid by issuers ofsecurities (all such expenses being herein called “ Registration Expenses ”); provided, however, that, as between the Company and the Stockholder, underwritingdiscounts, commissions, transfer taxes and underwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to theRegistrable Securities will be borne by the Stockholder. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries andexpenses of its officers and

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employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by theCompany and the expenses and fees for listing the securities to be registered on each securities exchange. Notwithstanding the foregoing , if a request for DemandRegistration for which the Company is obligated to pay all Registration Expenses pursuant to Section 2.4 and this Section 6.1 is subsequently withdrawn at therequest of the Stockholder, the Stockholder shall forfeit such Demand Registration unless the Stockholder pays (or reimburses the Company) for all reasonable anddocumented Registration Expenses with respect to such withdrawn Demand Registration.

Section 6.2 The Stockholder’s Expenses . To the extent that any expenses incident to any registration are not required to be paid by the Company, theStockholder will pay all such expenses which are clearly and solely attributable to the registration of the Registrable Securities so included in such registration.

ARTICLE VII

INDEMNIFICATION

Section 7.1 By the Company . The Company shall indemnify, to the fullest extent permitted by law, the Stockholder and, as applicable, each of its trustees,stockholders, members, directors, managers, partners, officers and employees, and each Person who controls such holder (within the meaning of the SecuritiesAct), against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses) or actions or proceedings in respectthereof (whether or not such indemnified Person is party thereto) arising out of or based upon (a) any untrue or alleged untrue statement of material fact containedin any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documentsincorporated therein by reference), (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereinnot misleading or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulationapplicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or relateddocument or report, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Stockholder expressly foruse therein or by the Stockholder’s failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished theStockholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, theirofficers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respectto the indemnification of the Stockholder. The payments required by this Section 7.1 will be made promptly during the course of the investigation or defense, asand when bills are received or expenses incurred.

Section 7.2 By Each Holder of Registrable Securities . In connection with any registration statement in which a holder of Registrable Securities isparticipating, each such holder will furnish to the Company in writing such information relating to such holder as requested by the Company and is reasonablynecessary for use in connection with any such

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registration statement, prospectus or prospectus supplement and, to the fullest extent permitted by law, will indemnify the Company and, as applicable, each of itsdirectors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminaryprospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or allegedomission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statementor omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registrationstatement, prospectus or preliminary prospectus; provided, however , that the obligation to indemnify will be several, not joint and several, among such holders ofRegistrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount received by such holderfrom the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’sintentionally fraudulent conduct.

Section 7.3 Procedure . Each party entitled to indemnification under this Article VII (the “ Indemnified Party ”) shall give written notice to the partyrequired to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has received written notice of any claim as to whichindemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that thecounsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approvalshall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however ,that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) the Indemnifying Party has agreed in writing to pay suchexpenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party,or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties bythe same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however , that in no event shall the Indemnifying Party be liablefor the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with anyone action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shallnot make any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure ofany Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VII except and only to theextent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No IndemnifyingParty, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment orenter into any settlement (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release fromall liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (ii) that includes an admission of fault,culpability or a failure to act, by or on behalf of any Indemnified Party.

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Section 7.4 Survival . The indemnification (and contribution provisions in Article VIII below) provided for under this Agreement will remain in full forceand effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party andwill survive the transfer of securities.

ARTICLE VIII

CONTRIBUTION

Section 8.1 Contribution . If the indemnification provided for in Article VII from the Indemnifying Party is unavailable to or unenforceable by theIndemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu ofindemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such costs, fines, penalties, losses,claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and IndemnifiedParties, on the other hand, in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevantequitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whetherany action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been madeby, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such action. The amount paid or payable by a party as a result of the costs, fines, penalties, losses, claims, damages, liabilities andexpenses referred to above shall be deemed to include, subject to the limitations set forth in Article VII , any legal or other fees or expenses reasonably incurred bysuch party in connection with any investigation or proceeding. Notwithstanding this Article VIII , an indemnifying Stockholder shall not be required to contributeany amount in excess of the amount by which (i) the total price at which the Registrable Securities sold by the Stockholder exceeds (ii) the amount of any damageswhich such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving riseto such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionallyfraudulent conduct.

Section 8.2 Equitable Considerations; Etc . The Company and the Stockholder agree that it would not be just and equitable if contribution pursuant to thisArticle VIII were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to inthe immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any Person who was not guilty of such fraudulent misrepresentation.

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ARTICLE IX

COMPLIANCE WITH RULE 144 AND RULE 144A

Section 9.1 Compliance with Rule 144 and Rule 144A . For so long as the Company is subject to the report requirements of Section 13 or 15(d) of theExchange Act, the Company shall take such measures and file such information, documents and reports as shall be required by the Commission as a condition tothe availability of Rule 144 or Rule 144A (or any successor provisions) under the Securities Act.

ARTICLE X

PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

Section 10.1 Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless suchPerson (i) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approvesuch arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and otherdocuments reasonably required under the terms of such underwriting arrangements.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Amendments and Waivers . Any waiver, permit, consent or approval of any kind or character on the part of any such holders of any provisionor condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment, modification,supplement or restatement of this Agreement must be effected by written agreement of the Company and the Purchaser. No waiver by any party of any default,misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default,misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Anyamendment, modification, supplement or restatement or waiver effected in accordance with this paragraph shall be binding upon the Stockholders and theCompany as provided herein.

Section 11.2 Successors and Assigns . Neither the Company nor Purchaser shall assign all or any part of this Agreement without the prior written consent ofthe Company and Purchaser; provided, however , that any Stockholder may assign its rights and obligations under this Agreement in whole or in part to a PermittedTransferee to which Registrable Securities are transferred pursuant to, and subject to the conditions set forth in, the Stockholders Agreement, provided that suchassignee executes and delivers to the Company a counterpart to this Agreement whereby it agrees to be bound by the terms of the Agreement. Except as otherwiseprovided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

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Section 11.3 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a partof and shall not be utilized in interpreting this Agreement.

Section 11.4 Notices . Any notice or communication by the Company or any Stockholder is duly given if in writing and delivered in person or by first classmail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the recipient’s address:

If to the Company:

9205 South Park Center Loop, Suite 400Orlando, Florida 32819Facsimile No.: (407) 226-5039Attention: General Counsel

With a copy to:

Latham & Watkins LLP330 North Wabash Avenue, Suite 2800Chicago, IL 60611Facsimile No.: (312) 993-9767Attention: Cathy A. Birkeland

Bradley C. Faris

If to the Purchaser:

c/o Zhonghong Zhuoye Group Co., Ltd.Building No. 8, Eastern International, No. 1Ciyunsi, Chaoyang DistrictBeijing, People’s Republic of China 100025Attention: Yu TingFax: (0086) 010-85356993


Paul Hastings LLP515 South Flower Street, 25th FloorLos Angeles, CA 90071Attention: Robert A. Miller, Jr.Fax: +1 (213) 996-3254

The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices orcommunications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) BusinessDays after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timelydelivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the mannerprovided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Section 11.5 GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITYAND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THELAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIESHEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO

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THE EXCLUSIVE JURISDICTION OF, AND CONSENTS TO VENUE IN, THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATECOURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPTJURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) FOR ALL PURPOSESHEREUNDER INCLUDING BUT NOT LIMITED TO THE IN PERSONAM AND SUBJECT MATTER JURISDICTION OF THOSE COURTS, WAIVES ANYOBJECTIONS TO SUCH JURISDICTION ON THE GROUNDS OF VENUE OR FORUM NON CONVENIENS , THE ABSENCE OF IN PERSONAM ORSUBJECT MATTER JURISDICTION AND ANY SIMILAR GROUNDS, CONSENTS TO SERVICE OF PROCESS BY MAIL (IN ACCORDANCE WITHTHE NOTICE PROVISIONS OF THIS AGREEMENT) OR ANY OTHER MANNER PERMITTED BY LAW, AND IRREVOCABLY AGREES TO BEBOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BYLAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGALPROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREE THATANY SUCH LEGAL PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT AJURY.

Section 11.6 Reproduction of Documents . This Agreement and all documents relating hereto, including, but not limited to, (i) consents, waivers,amendments and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproducedby any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproductionshall be admissible in evidence as the original itself in any arbitral, judicial or administrative proceeding, whether or not the original is in existence and whether ornot such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shalllikewise be admissible in evidence.

Section 11.7 Remedies . Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any actionfor specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or inequity, shall be entitled to compel specific performance of this Agreement.

Section 11.8 Further Assurances . Each of the parties hereto will, without additional consideration, execute and deliver such further instruments and takesuch other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.

Section 11.9 No Presumption Against Drafter . Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In theevent there arises any ambiguity or question or intent or interpretation with respect to this Agreement, this Agreement shall be construed as if drafted jointly by allof the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.

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Section 11.10 Severability . If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) toany Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceabilityshall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon suchdetermination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person orcircumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of theparties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 11.11 Entire Agreement . This Agreement, together with the other agreements referred to herein, constitute the entire agreement of the parties withrespect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company andthe Stockholders, or any of them, with respect to the subject matter hereof.

Section 11.12 Execution in Counterparts . This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, eachof which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executedcounterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart ofthis Agreement.

Section 11.13 Effectiveness . This Agreement shall become effective automatically on the Effective Date, without further action by any party. Until theEffective Date (if any), this Agreement shall be of no force or effect and shall create no rights or obligations on the part of any party hereto.

Section 11.14 No Third Party Beneficiaries . Except as provided in Article VII and Article VIII nothing in this Agreement is intended or shall be construedto give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of thisAgreement or any provision contained herein.

Section 11.15 Waiver of Certain Damages . To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claimagainst any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arisingout of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

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Section 11.16 Confidentiality . Each Stockholder agrees that all material non-public information provided pursuant to or in accordance with the terms ofthis Agreement shall be kept confidential by the Person to whom such information is provided, until such time as such information becomes public other thanthrough violation of this provision. Notwithstanding the foregoing, any party may disclose the information (i) if required to do so by any law, rule, regulation,order, decree or subpoena of any governmental agency or authority or court, (ii) that (A) is or becomes available to such party on a non-confidential basis from asource other than the Company or its representatives (which source was not to such party’s knowledge prohibited from disclosing such information to such party bya legal, contractual or fiduciary obligation owed to the Company), (B) is already in such party’s possession (not including information furnished by or on behalf ofthe Company), and (C) is independently developed or acquired by such party without reference to, or use of, any material non-public information and withoutviolating this Section 11.16 and (iii) to its representatives who have a need to know such information in connection with the transactions contemplated by thisAgreement, provided that such party shall remain liable for any breach of this Section 11.16 by its representatives.

Signature pages follow.

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

THE COMPANY



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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

PURCHASER



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Exhibit 99.5

LETTER AGREEMENT

May 8, 2017 SeaWorld Entertainment, Inc.9205 South Park Center Loop,Suite 400Orlando, FL 32819 USA Attn: General Counsel

Sun Wise (UK) Co., Ltdc/o Zhonghong Zhuoye Group Co., LtdBuilding No. 8, Eastern International, No. 1,Ciyunsi, Chaoyang DistrictBeijing, People’s Republic of China 100025Attn: Yu Ting

SeaWorld Entertainment, Inc. (the “ Company ”) hereby agrees that, during the period following the Closing and prior to the appointment of YoshikazuMaruyama and Yongli Wang (the “ ZHG Directors ”) to the board of directors of the Company (the “ Board ”) (which shall occur immediately following theCompany’s annual meeting of stockholders for 2017, pursuant to that certain Stockholders Agreement among the Company, Buyer, and Zhonghong Zhuoye GroupCo., Ltd solely for purposes of Section 4.3 thereof, dated as of March 24, 2017 (the “ SHA ”)), the ZHG Directors shall be entitled to the board observer rights setforth on Exhibit A attached hereto subject to the confidentiality obligations in the Confidentiality Agreement (as defined in the SHA).

This Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall becomeeffective 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 inthis 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 theclass 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 upfor election at the Company’s annual meeting of stockholders for 2019) shall remain unmodified and in full force and effect.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts oflaws thereof.

IN WITNESS WHEREOF , the parties hereto have executed this LETTER AGREEMENT on the day and year first above written.

Sincerely,



Agreed and Accepted:

SUN WISE (UK) CO., LTD By: /s/ Yongli WangName: Yongli WangTitle: Director

Signature Page to Letter Agreement

EXHIBIT A

OBSERVER RIGHTS 1. The Company shall, concurrently with delivery to the Board, give the ZHG Directors copies of all notices, minutes, consents and other material that the

Company provides to its directors, except that the ZHG Directors may be excluded from access to any material or meeting or portion thereof if the Boarddetermines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highlyconfidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Board or such other time, ifany, as the Board may determine in its sole discretion, the ZHG Directors may address the Board regarding significant business issues facing the Company.

Exhibit 99.6

CLOSING CONDITION LETTER AGREEMENT

May 8, 2017 SW Delaware L.P.c/o The Blackstone Group345 Park AvenueNew York, NY 10154Attn: Peter F. Wallace

Sun Wise (UK) Co., Ltdc/o Zhonghong Zhuoye Group Co., LtdBuilding No. 8, Eastern International, No. 1, Ciyunsi,Chaoyang DistrictBeijing, People’s Republic of China 100025Attn: Yu Ting

Reference is hereby made to that certain Stock Purchase Agreement (the “ SPA ”), dated as of March 24, 2017, among the Sellers identified therein and SunWise (UK) Co., Ltd (“ Buyer ”). Capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the SPA. Buyer hereby confirmsthat the form of written resignation attached hereto as Exhibit A (the “ Resignation ”) (i) is in form and substance acceptable to Buyer and (ii) the delivery of theResignation executed by Peter Wallace will satisfy the Sellers’ obligations under Section 6.02(c) of the SPA, notwithstanding that the effective time of suchResignation is after the Closing as set forth therein.

This Closing Condition Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument andshall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except asspecifically set forth in this Closing Condition Letter Agreement, the SPA shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this CLOSING CONDITION LETTER AGREEMENT on the day and year first abovewritten.

Sincerely,



Agreed and Accepted: SW DELAWARE L.P. SW DELAWARE A L.P. SW DELAWARE B L.P. SW DELAWARE C L.P. SW DELAWARE D L.P. SW DELAWARE E L.P. SW DELAWARE F L.P. SW DELAWARE CO-INVEST L.P. SW DELAWARE (GSO) L.P.

By: SW Cayman Limited, its general partner By: /s/ Peter WallaceName: Peter WallaceTitle: Director

Signature Page to Closing Condition Letter Agreement

EXHIBIT A

FORM OF WRITTEN RESIGNATION

May 8, 2017

Reference is made to Section 6.02(c) of that certain Stock Purchase Agreement, dated as of March 24, 2017 (the “ Agreement ”), by and among Sun Wise(UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales, and the Sellers party thereto. Capitalized terms used but not definedherein shall have the meanings given to them in the Agreement.

The undersigned hereby resigns as a member of the board of directors of the Company effective immediately following the Company’s annual meeting ofstockholders for 2017.

[ Signature page follows ]

Sincerely,

/s/ Peter WallaceName: Peter Wallace

Exhibit 99.7Execution Version

Dated 8 May 2017

Facility Agreement

relating to a US$150,000,000 term loan facility

between

SUN WISE (UK) CO., LTDas Borrower

SUN WISE ORIENTED (HK) CO., LIMITEDas Offshore Guarantor

and

PA EMINENT OPPORTUNITY VI LIMITEDas Lender

Table of Contents Page

1. Definitions and Interpretation 1

2. The Facility 22

3. Purpose 22

4. Conditions of Utilisation 23

5. Utilisation 24

6. Repayment 25

7. Prepayment and cancellation 25

8. Interest 31

9. Interest Periods 31

10. Make-Whole Amount 32

11. Tax gross-up and indemnities 32

12. Increased costs 37

13. Mitigation by the Lender 38

14. Other indemnities 39

15. Costs and expenses 41

16. Guarantee and Indemnity 42

17. Representations 45

18. Information undertakings 55

19. General undertakings 59

20. Margin Position 76

21. Events of Default 78

22. Changes to the Parties 83

23. Disclosure of information 86

24. Payment mechanics 87

25. Set-off 88

26. Notices 89

27. Calculations and certificates 91

28. Partial invalidity 92

29. Remedies and waivers 92

30. Amendments and waivers 92

31. Counterparts 92

(i)

Page

32. Governing law 92

33. Enforcement 93

Schedule 1 Conditions Precedent 95

Schedule 2 Utilisation Request 101

Schedule 3 Form of Transfer Certificate 102

Schedule 4 Form of Margin Call Notice 105

(ii)

This Agreement is made on 8 May 2017

Between :

(1) SUN WISE (UK) CO., LTD , a private limited company incorporated under the laws of England and Wales with registration number 10662894 and whosebusiness address is at 60 Strand, London, United Kingdom WC2N 5LR (the “ Borrower ”);

(2) SUN WISE ORIENTED (HK) CO., LIMITED , a company incorporated under the laws of Hong Kong with registered number 2318510 and whosebusiness address is at Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon, Hong Kong (the “ Offshore Guarantor ”); and

(3) PA EMINENT OPPORTUNITY VI LIMITED , a BVI business company incorporated under the laws of the British Virgin Islands with registerednumber 1940944 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands, as lender (the “Lender ”).

It is agreed :

SECTION 1

INTERPRETATION 1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“ Acquired Target Shares ” means 19,452,063 Target Shares to be acquired by the Borrower pursuant to the terms of the SPA.

“ Acquisition ” means the acquisition by the Borrower of the Acquired Target Shares pursuant to the terms of the SPA.

“ Acquisition Completion ” means the completion of the Acquisition on the Closing Date in accordance with the SPA.

“ Acquisition Documents ” means:

(a) the SPA;

(b) the Escrow Agreement;

(c) the Target Stockholders Agreement;

(d) the Registration Rights Agreement;

(e) the park exclusivity and concept design agreement dated 24 March 2017 by and between Sea Holdings I, LLC and Zhonghong Holdings;

(f) the center concept & preliminary design support agreement dated 24 March 2017 by and between Sea Holdings I, LLC and Zhonghong Holdings;

(g) a regulatory side letter dated 24 March 2017 signed by the Target and delivered to and acknowledged by the Borrower and the sellers identified in theSPA;

(h) a notice dated 11 April 2017 signed by the Sellers’ Representative and delivered to and acknowledged by the Borrower; and

(i) any other document designated as such by the Lender and the Borrower.

“ Acquisition Purchase Price ” means the term “Purchase Price” as defined in the SPA, being US$447,397,449.

“ Adjustment Event ” means, as determined by the Lender (acting in good faith and in a commercially reasonable manner), any of the following:

(a) a subdivision, consolidation or reclassification of the Target Shares (unless resulting in a Merger Event), or a free distribution or dividend of anyTarget Shares to existing holders by way of bonus, capitalisation or similar issue;

(b) a distribution, issue or dividend to existing holders of the Target Shares of:

(i) additional Target Shares;

(ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Target equally orproportionately with such payments to holders of the Target Shares;

(iii) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Target as a result of a spin-off or othersimilar transaction; or

(iv) any other type of securities, rights or warrants or other assets (other than cash), in any case for payment (cash or other consideration) at lessthan the prevailing market price;

(c) the declaration of a dividend determined by the Lender to be an extraordinary dividend in respect of the Target Shares (acting reasonably);

(d) a call by the Target in respect of Target Shares that are not fully paid;

(e) a repurchase by the Target or any of its Affiliates of the Target Shares, whether out of profits or capital and whether the consideration for suchrepurchase is cash, securities or otherwise;

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(f) in respect of the Target, an event that results in any shareholder-rights being distributed or becoming separated from shares of common stock or othershares of the capital stock of the Target pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon theoccurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market valueprovided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights;

(g) a Merger Event; or

(h) any other event that has or would reasonably be expected to have a diluting or concentrative effect on the value of the Target Shares,

provided that any such event shall be deemed to occur on the first public announcement by the Target of such event or a firm intention to cause such event tooccur.

“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that HoldingCompany.

“ Anti-Terrorism Law ” means the US Patriot Act, the US Money Laundering Control Act of 1986 (18 USC sect. 1956), the US Executive Order No. 13224on Terrorist Financing: Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued 23September 2001, as amended by Order 13268 or any similar law enacted in US, any member nation of the European Union, Hong Kong, the United Nationsor any other applicable jurisdiction.

“ APLMA ” means the Asia Pacific Loan Market Association Limited.

“ Assignment Agreement ” means an agreement substantially in a recommended form of the APLMA or any other form agreed between the Lender and therelevant assignee.

“ Authorisation ” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within aspecified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

“ Availability Period ” means the period from and including the date of this Agreement to and including the date falling five (5) Business Days from thedate of this Agreement.

“ Available Commitment ” means at any time the Commitment minus :

(a) the aggregate amount of all outstanding Loan; and

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(b) in relation to any proposed Utilisation, the aggregate amount of the Loan that are due to be made on or before the proposed Utilisation Date.

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in the PRC, Hong Kong and New York.

“ Cash Dividend ” has the meaning given to such term in Clause 19.17 ( Pledged Target Shares – Dividends ).

“ Charged Property ” means all of the assets which from time to time are, or are expressed to be, the subject of Transaction Security, including all thePledged Target Shares.

“ Closing ” means the term “Closing” as defined in the SPA.

“ Closing Account ” means the cash account opened at Wing Lung Bank Limited under the name of the Borrower with account number 601-016-06276, theoperation of which shall require one authorised signatory appointed by the Lender.

“ Closing Date ” means the term “Closing Date” as defined in the SPA.

“ Closing Price ” means, on any Scheduled Trading Day, the official closing price per Target Share published by the Exchange for that Scheduled TradingDay, provided that if any such Scheduled Trading Day is a Disrupted Day, the Closing Price shall be the lower of (a) the official closing price on suchDisrupted Day (if any such price is published) and (b) the official closing price on the immediately preceding Scheduled Trading Day (including, on acompounding basis, any haircut applied in respect of that day and any of the immediately preceding days).

“ Code ” means the US Internal Revenue Code of 1986.

“ Commitment ” means US$150,000,000 as at the date of this Agreement, to the extent not cancelled, reduced or transferred by the Lender under thisAgreement.

“ Confidential Information ” means all information relating to the Borrower, any other Obligor, the Group, the Transaction Documents, the Facility or theAcquisition of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relationto, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or any of its advisers, inwhatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information whichcontains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 23 ( Disclosure of information ); or

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(b) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(c) is known by the Lender before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the

Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lenderis aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreedbetween the Borrower and the Lender.

“ Custodian ” means Citibank N.A. in its capacity as custodian under the Custody and Control Agreement.

“ Custody and Control Agreement ” means the custody and control agreement dated on or about the date of this Agreement, or otherwise entered intopursuant to paragraph (d) of Clause 19.31 ( Conditions Subsequent ), and entered into by and among the Borrower as pledgor, the Security Agent and theCustodian, in respect of the Pledged Target Shares.

“ Debenture (HK) ” means the Hong Kong law-governed debenture dated on or about the date of this Agreement between the Offshore Guarantor aschargor and the Lender.

“ Debenture (UK) ” means the English law-governed debenture dated on or about the date of this Agreement between the Borrower as chargor and theLender.

“ Default ” means an Event of Default or any event or circumstance specified in Clause 21 ( Events of Default ) which would (with the expiry of a graceperiod, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event ofDefault.

“ Delegate ” means any delegate, agent, attorney or co-trustee appointed by the Lender.

“ Designated Securities Account ” means the securities account in the name of the Borrower opened with a custodian satisfactory to the Security Agent anddesignated as the Designated Securities Account from time to time by the Security Agent and the Borrower, for the purposes of depositing the PledgedTarget Shares and any Cash Dividends declared in respect of Pledged Target Shares, to be opened within the timeframe stipulated in Clause 19.31 (Conditions Subsequent ) and the operation of which shall require one authorised signatory appointed by the Security Agent, it being understood and agreedthat the initial Designated Securities Account shall be the “Custody Account” (as defined in the Custody and Control Agreement).

“ Disrupted Day ” means any Scheduled Trading Day on which:

(a) the Exchange does not open for trading during its regular trading session; or

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(b) an Equity Market Disruption Event has occurred.

“ Environmental Claim ” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“ Environmental Law ” means any applicable law in any jurisdiction in which the Borrower or any member of the Offshore Group conducts business whichrelates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“ Environmental Permits ” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for theoperation of the business of the Borrower or any member of the Offshore Group conducted on or from the properties owned or used by the Borrower or therelevant member of the Offshore Group.

“ Equity Market Disruption Event ” means the occurrence or existence of a Trading Disruption or an Exchange Disruption which the Lender determines ismaterial (acting reasonably).

“ Escrow Account ” means the account opened in the name of the Sellers’ Representative with Citibank N.A. with the account number specified in theEscrow Agreement.

“ Escrow Agreement ” means the escrow agreement dated 24 March 2017 among the Borrower as buyer, the Sellers’ Representative and Citibank N.A. asescrow agent.

“ Event of Default ” means any event or circumstance specified as such in Clause 21 ( Events of Default ).

“ Exchange ” means The New York Stock Exchange.

“ Exchange Disruption ” means any event that materially disrupts or impairs (as determined by the Lender acting in a commercially reasonable manner) theability of market participants in general to effect transactions in, or obtain market values for, the Target Shares on the Exchange.

“ Facility ” means the term loan facility made available under this Agreement as described in Clause 2 ( The Facility ).

“ Facility Office ” means the office or offices notified by the Lender to the Borrower on or before the date of this Agreement (or, following that date, by notless than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“ FATCA ” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

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(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which(in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal RevenueService, the US government or any governmental or taxation authority in any other jurisdiction.

“ FATCA Application Date ” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain otherpayments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition ofproperty of a type that can produce interest from sources within the US), 1 January 2019; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any changein FATCA after the date of this Agreement.

“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.

“ FATCA FFI ” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Lender is not a FATCA Exempt Party, couldbe required to make a FATCA Deduction.

“ Final Repayment Date ” means the date falling twenty-four (24) Months from the Utilisation Date, provided that if that day is not a Business Day, it shallbe the immediate preceding Business Day.

“ Finance Documents ” means:

(a) this Agreement;

(b) the Individual Guarantee Agreement;

(c) the Onshore Parent Guarantee Agreement;

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(d) any Transaction Security Document;

(e) the Intercreditor Deed;

(f) the Utilisation Request;

(g) any other agreement entered into between any member of the Offshore Group and the Lender and/or its Affiliates; and

(h) any other document designated as such by the Lender and the Borrower.

“ Financial Indebtedness ” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheetliability;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph ofthis definition having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the

value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of thatderivative transaction, that amount) shall be taken into account);

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or areotherwise classified as borrowings under the GAAP;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued bya bank or financial institution; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

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“ Fullgoal Notes ” means the HK$1,083,333,334 notes due 2018 issued by Joyful Wellness as issuer and subscribed by Fullgoal SPC (for and on behalf ofFullgoal SP) pursuant to the Fullgoal Notes Subscription Agreement.

“ Fullgoal Notes Documents ” means “Issue Documents” as defined in the Fullgoal Notes Subscription Agreement.

“ Fullgoal Notes Subscription Agreement ” the subscription agreement dated 5 May 2017 entered into by and among Joyful Wellness as issuer, theOnshore Parent Guarantor as guarantor and Fullgoal SPC (for and on behalf of Fullgoal SP) as investor.

“ Fullgoal SP ” means Fullgoal Industrial Investment Fund Segregated Portfolio, a segregated portfolio established by Fullgoal SPC.

“ Fullgoal SPC ” means Fullgoal China Access RQFII Fund SPC, an exempted company incorporated and registered as a segregated portfolio companyincorporated in the Cayman Islands with limited liability with registration number 279462 and whose registered office address is at PO Box 1350, CliftonHouse, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands, acting for and on behalf, and for the account, of Fullgoal SP.

“ GAAP ” means generally accepted accounting principles:

(a) in respect of the Onshore Parent Guarantor, in the PRC;

(b) in respect of the Offshore Guarantor, in Hong Kong;

(c) in respect of the Borrower, in the United Kingdom; and

(d) in respect of the Target, in the United States.

“ Golden Share ” has the meaning given to such term in Clause 19.31 ( Conditions Subsequent ).

“ Governmental Agency ” means any government or any governmental agency, semi- governmental or judicial entity or authority (including, withoutlimitation, any stock exchange or any self-regulatory organisation established under statute).

“ Group ” means the Onshore Parent Guarantor, its Subsidiaries from time to time (which, for the avoidance of doubt, includes each member of the OffshoreGroup) and Zhonghong Holdings.

“ Holding Company ” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“ Indirect Tax ” means any goods and services taxes, consumption tax, value added tax or any tax of a similar nature.

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“ Individual Guarantee Agreement ” means a guarantee agreement dated on or about the date of this Agreement between the Individual Obligor asguarantor and the Lender on or about the date of this Agreement.

“ Individual Obligor ” means Mr. Wang Yonghong , a citizen of the PRC (holder of PRC identification card withnumber 362229197201090030).

“ Intercreditor Deed ” means the intercreditor deed dated on or about the date of this Agreement initially by and among the Security Agent, the Lender, theJunior Investor, the Individual Obligor, the Onshore Parent Guarantor and the Borrower, as amended and supplemented from time to time pursuant to theterms thereto.

“ Interest Payment Date ” means each of the following:

(a) 31 October 2017;

(b) 30 April 2018;

(c) 31 October 2018; and

(d) 30 April 2019; and

(e) Final Repayment Date,

provided that:

(i) if an Interest Payment Date would otherwise fall on a day which is not a Business Day, that Interest Payment Date shall be changed to the nextsucceeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is none); and

(ii) any Interest Payment Date which would otherwise fall after the Final Repayment Date shall instead fall on the Final Repayment Date.

“ Interest Period ” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods ) and, in relation to an Unpaid Sum,each period determined in accordance with Clause 8.3 ( Default interest ).

“ Joyful Intercompany Advances ” means any amount provided by Joyful Wellness to the Offshore Guarantor in the form of intercompany loan or otherforms of intercompany advances.

“ Joyful Wellness ” means Joyful Wellness Limited , a BVI business company incorporated under the laws of the British Virgin Islandswith registered number 1924964 and whose registered office is at Newhaven Trustees (BVI) Limited of 3rd Floor, J & C Building, P.O. Box 933, RoadTown, Tortola, British Virgin Islands, VG1110.

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“ Junior Investment Agreement ” means the investment agreement dated on or about the date of this Agreement and entered into by and among theBorrower, the Junior Investor and the other parties thereto in respect of the Junior Investor’s investment in the Junior Preferred Shares.

“ Junior Investment Documents ” means “Transaction Documents” as defined in the Junior Investment Agreement.

“ Junior Investment Security ” means any Security provided by a member of the Group for the purpose of securing the Junior Liabilities.

“ Junior Investor ” means China Huarong International Holdings Limited , a company incorporated under the laws ofHong Kong (company number 1845699) whose registered office is at China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong.

“ Junior Liabilities ” means at any time, all present and future liabilities and obligations at any time, of Tianjin Shuzhi, the Offshore Guarantor, theBorrower and/or any member of the Group to the Junior Investor in respect of the Junior Preferred Shares and the Junior Investment Documents, both actualand contingent and whether incurred solely or jointly or in any other capacity.

“ Junior Permitted Payment ” has the meaning given to such term in Clause 19.6 ( Restricted Payments ).

“ Junior Preferred Shares ” means the preferred shares with a value of not more than US$100,000,000 issued by the Borrower and subscribed or to besubscribed by the Junior Investor pursuant to the Junior Investment Documents.

“ Lender Director ” has the meaning given to such term in paragraph (h) of Clause 19.31 ( Conditions subsequent ).

“ Listing Rules ” means the listing rules applicable to a company listed on the Exchange.

“ Loan ” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding at any time of that loan.

“ LTV Ratio ” means, at any time, the loan to value ratio (expressed as a percentage) calculated by the following:

AB

where:

“ A ” means the aggregate amount in US dollars of (i) the Loan outstanding and (ii) the Junior Preferred Shares Value;

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“ B ” means aggregate amount in US dollars of (i) the Closing Price multiplied by the number of Pledged Target Shares and (ii) the Margin Cash; and

“ Junior Preferred Shares Value ” means the amount equal to the number of outstanding Junior Preferred Shares multiplied by the Preferred SharesSubscription Price (as defined in the Junior Investment Agreement).

“ Make-Whole Amount ” means, in respect of any prepayment, repayment or acceleration of the Loan, an amount equal to the amount of interest that wouldhave been payable pursuant to Clause 8 ( Interest ) on the principal amount of the Loan being prepaid or repaid with respect to the period from the UtilisationDate to (and including) the Make-Whole End Date, had such principal amount remained outstanding during such period, deducting the amount of interestthat is paid and received by the Lender up to (and including) the payment date of the relevant prepayment or repayment.

“ Make-Whole End Date ” means the date falling twelve (12) Months of the Utilisation Date.

“ Margin Call Notice ” means a notice substantially in the form set out in Schedule 4 ( Form of Margin Call Notice ) or any other form provided by theLender.

“ Margin Cash ” has the meaning given to such term in Clause 20.1 ( Margin Call ).

“ Margin Cash Account ” means any account designated by the Security Agent from time to time.

“ Margin Top-Up Date ” has the meaning given to such term in Clause 20.1 ( Margin Call ).

“ Material Adverse Effect ” means a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole;

(b) the ability of any of the Obligors to perform its obligations under the Transaction Documents;

(c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to, any of the FinanceDocuments; or

(d) the rights or remedies of the Lender under any of the Finance Documents.

“ Material Non-Public Information ” means any information (including, without limitation, any information regarding any material adverse change orprospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, theTarget) that is not described in the Target’s most recent annual report or subsequent public information releases and which, if it were made public, would belikely to have a significant effect on the price or value of the Target Shares.

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“ Merger Event ” means, in respect of the Target Shares, any:

(a) reclassification or change of the Target Shares that results in a transfer of or an irrevocable commitment to transfer all outstanding Target Shares toanother entity or person;

(b) consolidation, amalgamation, merger or binding share exchange of the Target with or into another entity or person (other than a consolidation,

amalgamation, merger or binding share exchange in which the Target is the continuing entity and which does not result in a reclassification or changeof any of the Target Shares then outstanding);

(c) a takeover offer, tender offer, scheme of arrangement, exchange offer, solicitation, proposal or other event or offer by any entity or person to purchase

or otherwise obtain one hundred per cent. (100%) of the outstanding Target Shares that results in a transfer of or an irrevocable commitment totransfer all such Target Shares (other than the Target Shares owned or controlled by such other entity or person); or

(d) a consolidation, amalgamation, merger or binding share exchange of the Target or its Subsidiaries with or into another entity in which the Target is thecontinuing entity and which does not result in a reclassification or change of the outstanding Target Shares but results in the outstanding Target Shares(other than the Target Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than fifty percent. (50%) of the outstanding Target Shares immediately following such event.

“ Money Laundering Laws ” has the meaning given to it in Clause 17.28 ( Money Laundering Laws ).

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in thatcalendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in thatcalendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar monthin which that Interest Period is to end.

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The above rules will apply only to the last Month of any period.

“ NBWD ” means a creditor incorporated or registered outside the PRC (a) extending any facility to a borrower incorporated or registered outside of the PRCand/or (b) conducting any transactions with such borrower incorporated or registered outside of the PRC, where any guarantor or security provider in respectof that facility or transaction is incorporated or registered in the PRC.

“ New Lender ” has the meaning given to such term in Clause 22.1 ( Assignments and transfers by the Lender ).

“ Obligors ” means:

(a) the Borrower;

(b) the Offshore Guarantor;

(c) the Onshore Parent Guarantor;

(d) the Individual Obligor; and

(e) any other person providing any Transaction Security,

and “ Obligor ” means each one of them.

“ OFAC ” means the Office of Foreign Assets Control of the US Department of the Treasury.

“ Offshore Obligor ” means each of the Borrower and the Offshore Guarantor.

“ Offshore Group ” means the Offshore Guarantor and its Subsidiaries from time to time.

“ Onshore Parent Guarantee Agreement ” means the PRC law-governed guarantee agreement dated on or about the date of this Agreement between theOnshore Parent Guarantor and the Lender.

“ Onshore Parent Guarantor ” means Zhonghong Zhuoye Group Co. Ltd. , a company incorporated under the laws of thePRC and whose business address at 2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New Urban Area),

Urumqi, Xinjiang, PRC .

“ Original Financial Statements ” means:

(a) in respect of the Onshore Parent Guarantor, its consolidated financial statements for the financial year ended 2016;

(b) in respect of the Borrower, its most recent financial statements;

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(c) in respect of the Offshore Guarantor, its financial statements for the financial year ended 2016; and

(d) in respect of the Target, its audited consolidated financial statements for the financial year ended 2016.

“ Party ” means a party to this Agreement.

“ Pledged Target Shares ” means, at any time, the Acquired Target Shares which are subject to the Transaction Security (subject to the terms of theIntercreditor Deed).

“ PRC ” means the People’s Republic of China, but (solely for the purpose of the Finance Documents) excluding Hong Kong, Macau and Taiwan.

“ PRC Working Days ” means, in relation to registration of any Finance Document with any local branch of the SAFE, a day (other than a Saturday orSunday) on which such local branch of the SAFE is open for its general business.

“ PSC Register ” means “PSC register” within the meaning of section 790(c)(10) of the Companies Act 2006.

“ Quasi-Security ” means an arrangement or transaction described in paragraph (b) of Clause 19.4 ( Negative Pledge ) below.

“ Receiver ” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“ Registration Rights Agreement ” means the registration rights agreement dated 24 March 2017 by and between the Borrower and the Target, with respectto the Target Shares.

“ Registration Requirements ” means:

(a) the registration of particulars of the Security Agreement (US) and the Debenture (UK) at Companies House in England and Wales under section 859Aof the Companies Act 2006;

(b) the registration of the Debenture (HK) with the Hong Kong Companies Registry under the Companies Ordinance (Cap. 622 of the Laws of HongKong);

(c) the registration of each of the (i) Individual Guarantee Agreement and (ii) Onshore Parent Guarantee Agreement with the competent local branch of

the SAFE of the forgoing Finance Documents, where the application for such registration shall, pursuant to the SAFE regulations as at the date of thisAgreement, be made within fifteen (15) PRC Working Days from the date of each such Finance Document; and

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(d) the filing of the UCC financing statements relating to the Security Agreement (US) in the applicable jurisdictions.

“ Related Fund ” in relation to a fund (the “ first fund ”), means a fund which is managed or advised by the same investment manager or investment adviseras the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is anAffiliate of the investment manager or investment adviser of the first fund.

“ Relevant Jurisdiction ” means, in relation to an Obligor:

(a) (in the case of a corporate entity) its jurisdiction of incorporation or establishment or (in the case of a natural person) its place of domicile;

(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c) any jurisdiction where it conducts its business; and

(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

“ Relevant Person ” means:

(a) a member of the Offshore Group;

(b) a director, an officer or an employee of a member of the Offshore Group, who (in each case) is acting in such capacity (and not, for the avoidance ofdoubt, in his or her personal capacity); or

(c) an agent or any person acting on behalf of a member of the Offshore Group, who (in each case) is acting in such capacity (and not, for the avoidanceof doubt, in his or her personal capacity).

“ Repeating Representations ” means each of the representations set out in Clause 17 other than paragraph (c) of Clause 17.1 ( Status ), 17.8 ( Deduction ofTax ), Clause 17.9 ( No filing or stamp taxes ) and 17.29 ( Group Structure ).

“ SAFE ” means the State Administration of Foreign Exchange of the PRC or its competent local branch, bureaus or any otherauthority succeeding to its functions.

“ Sanctioned Country ” has the meaning given to it in the definition of

“ Sanctioned Person ” below.

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“ Sanctioned Person ” means:

(a) any person listed in any Sanctions-related list of designated persons maintained by OFAC, the US Department of State, the United Nations SecurityCouncil, the European Union, any member state of the European Union, the Hong Kong government or the United Kingdom government;

(b) any person currently subject to any Sanctions, including without limitation any person located in, incorporated under the laws of, or owned or (directlyor indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions, or otherwise a target of Sanctions (“ target of Sanctions ” signifying a person with whom a US person or othernational of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities) (each a “ SanctionedCountry ”); or

(c) any person owned by or under the control of, or any person acting on behalf of, a person falling within paragraph (a) or (b) of this definition.

“ Sanctions ” means any economic or financial sanctions or trade embargos, imposed, administered or enforced by any Sanctions Authority, OFAC or by theUS Department of State or pursuant to the Iran Sanctions Act of 1996 and The Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010or any equivalent sanctions or measures administered, imposed, enacted or enforced by any Sanctions Authority.

“ Sanctions Authority ” means the US government, the United Nations, the European Union, the Hong Kong government, the United Kingdom government,the respective governmental institutions and agencies of any of the foregoing (including, without limitation, OFAC, the US Department of State and HerMajesty’s Treasury of the United Kingdom) or any other applicable governmental, inter-governmental or supranational sanctions authority.

“ Scheduled Trading Day ” means a day on which the Exchange is scheduled to be open for trading during its regular trading sessions.

“ Secured Party ” means the Lender, the Security Agent, a Receiver or any Delegate and any other party to a Finance Document (other than an Obligor).

“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangementhaving a similar effect.

“ Security Agent ” means Lord Central Opportunity V Limited, a BVI business company incorporated under the laws of the British Virgin Islands withregistered number 1931378 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands, in itscapacity as security agent under the Intercreditor Deed.

“ Security Agreement (US) ” means the New York law governed security agreement dated on or about the date of this Agreement between the SecurityAgent and the Borrower as pledgor in respect of, amongst others, the Acquired Target Shares, the Designated Securities Account and the Registration RightsAgreement, subject to the terms of the Intercreditor Deed.

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“ Sellers ” means the sellers named in the SPA.

“ Sellers’ Representative ” means SW Delaware L.P. as sellers’ representative under the SPA.

“ SPA ” means the stock purchase agreement dated 24 March 2017 among the Borrower as buyer and the Sellers in relation to the acquisition of theAcquired Target Shares.

“ Specified Default ” means an Event of Default as a result of the Borrower’s failure to comply with its obligations under paragraph 19.31(j) of Clause 19.31( Conditions Subsequent ).

“ Specified Default Make-Whole Amount ” means, in respect of any prepayment or acceleration of the Loan demanded by the Lender as a result of theoccurrence of a Specified Default, an amount equal to the amount of interest that would have been payable pursuant to Clause 8 ( Interest ) on the principalamount of the Loan being prepaid with respect to the period from the Utilisation Date to (and including) the date falling six (6) Months of the UtilisationDate, had such principal amount remained outstanding during such period, deducting the amount of interest that is paid and received by the Lender up to(and including) payment date of the relevant prepayment or repayment.

“ Subsidiary ” means, in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairsand/or to control the composition of its board of directors or equivalent body.

“ Target ” means SeaWorld Entertainment, Inc., a corporation incorporated under the laws of the State of Delaware and listed on the Exchange with stockcode “SEAS”.

“ Target Shares ” means the issued share capital in the Target with a par value of US$0.01.

“ Target Stockholders Agreement ” means the stockholders agreement dated as of 24 March 2017, by and among the Target, the Borrower and the OnshoreParent Guarantor.

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“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with anyfailure to pay or any delay in paying any of the same).

“ Tax Deduction ” has the meaning given to such term in Clause 11.1 ( Tax definitions ).

“ Tianjin Shuzhi ” means Tianjin Shuzhi Asset Management Co., Limited a company with limited liability establishedunder the laws of the PRC whose registered address is Room 240, No.2 Fada Road, Wuqing Development Area, Tianjin, PRC.

“ Title Documents ” has the meaning given to such term in Clause 19.31 ( Conditions Subsequent ).

“ Trading Disruption ” means any suspension of or limitation imposed on trading by the Exchange relating to the Target Shares, whether by reason ofmovements in price exceeding limits permitted by the Exchange or otherwise.

“ Transaction Documents ” means the Finance Documents, the Junior Investment Documents and the Acquisition Documents.

“ Transaction Expenses ” means any cost, fee or expense (including, without limitation, legal expenses), and any stamp, documentary, registration orsimilar taxes and duties, incurred under or in connection with, any Finance Document.

“ Transaction Security ” means the Security created or evidenced or expressed to be created or evidenced under the Transaction Security Documents(subject to the terms of the Intercreditor Deed).

“ Transaction Security Document ” means:

(a) the Debenture (HK);

(b) the Debenture (UK);

(c) the Security Agreement (US);

(d) the Custody and Control Agreement;

(e) any other document evidencing or creating or expressed to evidence or create Security over any asset to secure any obligation of any Obligor to aSecured Party under the Finance Documents; or

(f) any other document designated as such by the Lender and the Borrower.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 3 ( Form of Transfer Certificate ) or any other form agreed betweenthe Lender and the Borrower.

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“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Lender executes the relevant Assignment Agreement or Transfer Certificate.

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ US ” means the United States of America.

“ US Tax Obligor ” means:

(a) the Borrower if it is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“ Utilisation ” means the utilisation of the Facility.

“ Utilisation Date ” means the date of the Utilisation, being the date on which the Loan is to be made.

“ Utilisation Request ” means a notice substantially in the form set out in Schedule 2 ( Utilisation Request ).

“ Zhonghong Holdings ” means Zhonghong Holding Co., Ltd. , a company incorporated under the laws of the PRC andlisted on The Shenzhen Stock Exchange with stock code 000979.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “ Lender ”, any “ Obligor ” or any “ Party ” or any other person shall be construed so as to include its successors in title, permittedassigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) “ assets ” includes present and future properties, revenues and rights of every description;

(iii) “ disposal ” includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary,and “ dispose ” will be construed accordingly;

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(iv) a “ Finance Document ”, a “ Transaction Document ”, an “ Acquisition Document ” or any other agreement or instrument is a reference to

that Finance Document, Transaction Document, Acquisition Document or other agreement or instrument as amended, novated, supplemented,extended or restated;

(v) a “ Junior Investment Document ” shall mean that Junior Investment Document as in effect at the date of this Agreement, irrespective of anysubsequent amendment, restatement, supplement, modification or waiver of the same or any redemption of the Junior Preferred Share;

(vi) “ including ” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(vii) “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether presentor future, actual or contingent;

(viii) a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, jointventure, consortium or partnership (whether or not having separate legal personality);

(ix) a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of anygovernmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x) a provision of law is a reference to that provision as amended or re-enacted; and

(xi) a time of day is a reference to Hong Kong time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any FinanceDocument has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it hasnot been waived.

(e) Where this Agreement specifies an amount in a given currency (the “ specified currency ”) “ or its equivalent ”, the “ equivalent ” is a reference tothe amount of any other currency which, when converted into the specified currency utilising, unless otherwise specified by the Lender, theBloomberg spot rate of exchange for the purchase of the specified currency with that other currency at or about 11:00 a.m. on the relevant date, isequal to the relevant amount in the specified currency.

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1.3 Currency Symbols and Definitions

“ HK$ ” and “ Hong Kong dollars ” denote the lawful currency of Hong Kong.

“ US$ ” and “ US dollars ” denote the lawful currency of the US.

“ RMB ” denotes the lawful currency of the PRC.

1.4 Third Party Rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third

Parties) Ordinance (Chapter 623, the Laws of Hong Kong) (the “Third Parties Ordinance”) to enforce or to enjoy the benefit of any term of thisAgreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement atany time.

SECTION 2

THE FACILITY 2. The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a US dollar term loan facility in an aggregate amount equal to theCommitment.

3. Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards:

(a) partial settlement of the Acquisition Purchase Price; and

(b) the payment of the Transaction Expenses then due and payable.

3.2 Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4. Conditions of Utilisation

4.1 Initial conditions precedent

The Borrower may not deliver the Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent ) in form and substance satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.

4.2 Further conditions precedent

The Lender will be obliged to comply with Clause 5.4 ( Lender’s obligations ) only if:

(a) on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) no Default is continuing or would result from the proposed Loan and none of the circumstances described in Clause 7.1 ( Illegality );

Clause 7.2 ( Mandatory Prepayment—Change of Control ), Clause 7.3 ( Mandatory Prepayment – Recovery Claim, Equity Issuance, DebtIssuance and Listing ), and Clause 7.4 ( Mandatory Prepayment – Target Events ) has occurred;

(ii) the Repeating Representations (as defined in the relevant Finance Document) to be made by each Obligor under each Finance Document towhich it is a party are true in all material respects;

(iii) no Adjustment Event has occurred or would result from a proposed Loan;

(iv) the LTV Ratio (taking into account the making of the proposed Loan) is equal to or less than seventy-five per cent. (75%); and

(v) the Lender has received evidence, in form and substance satisfactory to the Lender, that:

(A) the Closing Account (or such other account as the Lender may agree) has funds in an amount of at least equal to the Consideration (asdefined in the Junior Investment Agreement) payable by the Junior Investor under the Junior Investment Agreement;

(B) the Offshore Guarantor or the Borrower has issued an irrevocable payment instruction to transfer, from a bank account held by theOffshore Guarantor or the Borrower to a bank account of Sellers’ Representative or another bank account approved by the Lender,funds in an amount of at least equal to the aggregate amount of the proceeds from the Fullgoal Notes and any other amount forsettlement of the Acquisition Purchase Price, in form and substance satisfactory to the Lender; and

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(C) the funds evidenced by the evidence required in paragraphs (A) and above is in an amount that is (when combined with (I) the amountof the Commitment, (II) the funds in the Escrow Account and (III) the funds from other sources disclosed to and acceptable by theLender as at the date of this Agreement) sufficient to settle in full the Acquisition Purchase Price, and such funds are available, andhave been used or will be used, to complete the Acquisition; and

(b) by no later than 10:00 a.m. on the proposed Utilisation Date, the Lender has received (or waived receipt of) the documents required pursuant toparagraph (a) of Clause 19.31 ( Conditions Subsequent ).

4.3 Maximum number of Loan

(a) Only one (1) Loan may be outstanding under the Facility.

(b) The Borrower may not request that the Loan be divided.

SECTION 3

UTILISATION 5. Utilisation

5.1 Delivery of the Utilisation Request

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the date falling one (1) Business Dayprior to the proposed Utilisation Date or such shorter time that the Lender may otherwise agree. The Borrower shall utilise the Facility during theAvailability Period.

5.2 Completion of the Utilisation Request

(a) The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount ); and

(iii) it provides that the proceeds of the Utilisation shall be disbursed into the Closing Account (or such other account as the Lender may agree).

(b) Only one (1) Loan may be requested in the Utilisation Request.

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5.3 Currency and amount

(a) The currency specified in the Utilisation Request must be US dollar.

(b) The amount of the proposed Loan must be equal to the Commitment or, if less, the Available Commitment.

5.4 Lender’s obligations

If the conditions set out in Clauses 4 ( Conditions of Utilisation ) and 5.1 ( Delivery of the Utilisation Request ) to 5.3 ( Currency and amount ) above havebeen met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

5.5 Cancellation of Available Commitment

The Commitment which, at that time, are unutilised shall be immediately cancelled at 5:00 p.m. on the last day of the Availability Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION 6. Repayment

6.1 Repayment of Loan

The Borrower shall repay the Loan in full on the Final Repayment Date.

6.2 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7. Prepayment and cancellation

7.1 Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction (i) for the Lender to perform any of its obligations as contemplated by thisAgreement or to fund or maintain the Loan or it is or will become unlawful for any Affiliate of the Lender for it to do so or (ii) for the Lender to hold,acquire or dispose of any Pledged Target Shares or Security over any Pledged Target Shares or to enforce the Transaction Security Documents (or it is orwill become unlawful for any Affiliate of the Lender for it to do any such thing):

(a) the Lender shall promptly notify the Borrower upon becoming aware of that event;

(b) upon the Lender notifying the Borrower, the Commitment of the Lender will be immediately cancelled; and

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(c) the Borrower shall repay the Loan on the Interest Payment Date falling immediately after the Lender notifying the Borrower or, if earlier, on the datespecified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Mandatory Prepayment – Change of Control

(a) In this Clause:

a “ Change of Control ” occurs if:

(i) the Individual Obligor ceases to (A) legally and beneficially own directly at least seventy-five per cent. (75%) of the issued share capital of theOnshore Parent Guarantor or (B) Control the Onshore Parent Guarantor; or

(ii) the Onshore Parent Guarantor ceases to (A) legally and beneficially own directly and indirectly the entire issued share capital of TianjinShuzhi or (B) Control Tianjin Shuzhi; or

(iii) Tianjin Shuzhi ceases to (A) legally and beneficially own directly the entire issued share capital of the Offshore Guarantor or (B) Control theOffshore Guarantor; or

(iv) the Offshore Guarantor ceases to (A) legally and beneficially own directly the entire issued share capital of the Borrower (other than theGolden Share and the Junior Preferred Shares or other preferential shares approved by the Lender) or (B) Control the Borrower; or

(v) following the Acquisition Completion, the Borrower legally and beneficially owns less than 19,452,063 Target Shares.

“ Control ” means the power to direct the affairs and/or to control the composition of the board of directors or equivalent body of an entity.

(b) Upon the occurrence of a Change of Control:

(i) the Borrower shall promptly notify the Lender upon becoming aware of that event;

(ii) the Lender shall not be obliged to fund the Utilisation; and

(iii) if the Lender so require by giving not less than ten (10) days’ notice to the Borrower, cancel the Commitment and declare all outstandingLoan, together with the accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under the Finance Documentsimmediately due and payable, whereupon the Commitment will be cancelled and all such outstanding amounts will become immediately dueand payable.

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7.3 Mandatory Prepayment – Recovery Claim, Equity Issuance, Debt Issuance and Listing

(a) In this Clause 7.3:

“ Capital Stock ” of any person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or partnership or otherinterests in (however designated), equity of such person, including any preference shares and any debt securities convertible into such equity.

“ Listing ” means a listing of all or any part of the share capital of an Obligor or any member of the Group (or any Holding Company of any memberof the Group) on any investment exchange or any other sale or issue by way of flotation or public offering or any equivalent circumstances in relationto an Obligor or any member of the Group or any Holding Company of any member of the Group in any jurisdiction or country.

“ Net Proceeds ” means the aggregate cash proceeds, received by any Obligor or any member of the Group of any Recovery Claim, issuance or sale ofCapital Stock, issuance of Securities or Listing, in each case after deducting:

(i) reasonable fees, costs and expenses incurred by any member of the Group with respect to that Recovery Claim, issuance or sale of CapitalStock, issuance of Securities or Listing to persons who are not an Obligor or a member of the Group; and

(ii) any Tax incurred and required to be paid or reasonably reserved for by the seller or claimant in connection with that Recovery Claim, issuanceor sale of Capital Stock, issuance of Securities or Listing.

“ Recovery Claim ” means any claim by any Obligor or a member of the Group or any of its Affiliates (or any employee, officer or adviser) againstany other party to any Acquisition Document.

“ Securities ” of any person means the issue of bonds, notes, debentures, loan stock or any similar debt instrument.

(b) Upon the occurrence of any Recovery Claim, issuance or sale of Capital Stock, issuance of Securities or Listing, the Borrower will promptly notify theLender.

(c) Upon the receipt of the Net Proceeds by an Obligor or any member of the Group (or Holding Company of any member of the Group) of:

(i) an issuance or sale of Capital Stock;

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(ii) a Listing (not resulting in a Change of Control); an issuance of Securities; or

(iii) a Recovery Claim,

the Borrower shall prepay the Loan (together with accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under theFinance Documents), and cancel the relevant Available Commitment, in amounts equal to the amount of such Net Proceeds.

7.4 Mandatory Prepayment – Target Events

If at any time the Lender determines (acting reasonably) that:

(a) three (3) consecutive Disrupted Days have occurred; or

(b) a Merger Event has occurred (provided that any such event shall be deemed to have occurred on the first public announcement by the Target of suchevent or a firm intention to cause such event to occur); or

(c) a corporate action, legal proceeding or other procedure or step described in Clause 21.5 ( Insolvency ) or Clause 21.6 ( Insolvency proceedings ) inrespect of the Target; or

(d) at any time:

(i) the Target or the Exchange announces that the Target Shares cease or will cease to be listed, traded or publicly quoted on the Exchange forany reason or cease to be transferrable by normal commercial means; or

(ii) the Target Shares cease to be listed, traded or publicly quoted on the Exchange or the trading of such shares has been suspended for ten (10) ormore consecutive Scheduled Trading Days,

the Lender may, by notice to the Borrower, cancel the Commitment in whole and declare all of the Loans, together with accrued interest and all otheramounts accrued under the Finance Documents in respect of the Loans (including, without limitation, (if applicable) any Make-Whole Amount) to bedue and payable, whereupon the Commitment will be cancelled and all such amounts will become due and payable five (5) Business Days followingdelivery of notice by the Lender of such prepayment.

7.5 Mandatory Prepayment – Adjustment Event

Following the occurrence of the event which the Lender is entitled to require prepayment pursuant to paragraph (c) of Clause 20.3 ( Adjustment Events ), theLender may, by notice to the Borrower, cancel the Commitment in whole and declare all of the Loans, together with accrued interest and all other amountsaccrued under the Finance Documents in

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respect of the Loans (including, without limitation, (if applicable) any Make-Whole Amount) to be due and payable, whereupon the Commitment will becancelled and all such amounts will become due and payable five (5) Business Days following delivery of notice by the Lender of such prepayment.

7.6 Mandatory Prepayment – Further conditions precedent

If at any time the Lender determines that the Borrower has failed to satisfy the conditions set forth in paragraph (a)(v) of Clause 4.2 ( Further conditionsprecedent ):

(a) the Lender shall not be obliged to fund the Utilisation;

(b) the Lender may immediately cancel the Commitment and declare all outstanding Loan, together with the accrued interest, (if applicable) any Make-

Whole Amount and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment will becancelled and all such outstanding amounts will become immediately due and payable; and

(c) the Borrower shall prepay the Loan (together with accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under theFinance Documents) within one (1) Business Day upon the occurrence of such event by, including but not limited to, (if the proceeds of the Loan havenot been paid out of the Closing Account) procuring the Offshore Guarantor to release to the Lender the funds in the Closing Account in an amountequal to the proceeds of the Loan and the Offshore Guarantor hereby agrees to comply with this Clause 7.6.

7.7 Voluntary prepayment

The Borrower may, if it gives the Lender not less than twenty (20) days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole orany part of the Loan.

7.8 Right of prepayment and cancellation in relation to the Lender

(a) If:

(i) any sum payable to the Lender by an Obligor is required to be increased under paragraph (a) of Clause 11.2 ( Tax gross-up );

(ii) the Lender claims indemnification from the Borrower under Clause 11.3 ( Tax indemnity ) or Clause 12.1 ( Increased costs ); or

(iii) at any time on or after the date which is three (3) months before the earliest FATCA Application Date for any payment by an Obligor to the

Lender, the Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, an Obligor will be required to make a FATCADeduction from a payment to the Lender on or after that FATCA Application Date,

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the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues,give the Lender notice of cancellation of the Commitment and its intention to procure the prepayment of the Loan.

(b) On receipt by the Lender of a notice of cancellation referred to in paragraph (a) above, the Commitment of the Lender shall immediately be reduced tozero.

(c) On the Interest Payment Date which falls immediately after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, thedate specified by the Borrower in that notice), the Borrower shall prepay the Loan.

7.9 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this

Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation orprepayment.

(b) Any prepayment under this Agreement shall be made together with the accrued interest on the amount unpaid or prepaid and, subject to any Make-Whole Amount, without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

(d) The Borrower shall not repay or prepay all or any part of the Loan or reduce any Commitment except at the times and in the manner expresslyprovided for in this Agreement.

(e) If any Commitment is reduced in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.

(f) If all or part of the Loan is repaid or prepaid and is not available for redrawing, an amount of the Commitment (equal to the amount of the Loan whichis repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

(g) In respect of any prepayment of the Loan (in whole or in part) made by the Borrower under Clause 7.1 ( Illegality ) to Clause 7.8 ( Right of

prepayment and cancellation in relation to the Lender ) before the Make-Whole End Date, the Borrower shall pay to the Lender the Make-WholeAmount in respect of such prepayment of such Loan.

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SECTION 5

COSTS OF UTILISATION 8. Interest

8.1 Calculation of interest

The rate of interest on the Loan for each Interest Period is nine per cent. (9%) per annum.

8.2 Payment of interest

(a) The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

(b) The Borrower shall pay accrued interest on the Loan in the same currency as that Loan.

8.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the duedate to the date of actual payment (both before and after judgment) at a rate which is five per cent. (5%) higher than the rate which would have beenpayable if the Unpaid Sum had, during the period of non-payment, constituted the Loan in the currency of the Unpaid Sum for successive InterestPeriods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by theObligor on demand by the Lender.

(b) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to thatUnpaid Sum but will remain immediately due and payable.

9. Interest Periods

9.1 Duration of Interest Periods

(a) Subject to paragraphs (b) and (c) below, each Interest Period for the Loan shall be six (6) Months.

(b) Each Interest Period for the Loan shall start on an Interest Payment Date and ending on the next Interest Payment Date, provided that the first InterestPeriod for the Loan shall commence on the Utilisation Date and end on the first Interest Payment Date.

(c) An Interest Period for the Loan shall not extend beyond the Final Repayment Date.

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9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in thatcalendar month (if there is one) or the preceding Business Day (if there is not).

10. Make-Whole Amount

10.1 Make-Whole Amount

(a) Subject to the paragraph (b) below, on the date of any repayment or prepayment (whether pursuant to a voluntary prepayment, mandatory prepaymentor acceleration of the Facility (other than any prepayment or acceleration demanded by the Lender as a result of the Specified Default)) of the Loan (inwhole or in part) before the Make- Whole End Date, the Borrower shall pay to the Lender the Make-Whole Amount in respect of such repayment orprepayment of such Loan.

(b) On the date of any prepayment or acceleration of the Facility as a result of the occurrence of the Specified Default, the Borrower shall pay to theLender the Specified Default Make-Whole Amount in respect of such repayment or prepayment of such Loan.

(c) Any payment of the Make-Whole Amount or the Specified Default Make-Whole Amount shall be made in cash and in addition to any interest accruedpursuant to Clause 8 ( Interest ).

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS 11. Tax gross-up and indemnities

11.1 Tax definitions

(a) In this Clause 11:

“ FATCA Payment ” means the increase in a payment made by an Obligor to the Lender under Clause 11.8 ( FATCA Deduction and gross-up byObligors ).

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCADeduction.

“ Tax Payment ” means an increased payment made by an Obligor to the Lender under Clause 11.2 ( Tax gross-up ) or a payment under Clause 11.3 (Tax indemnity ).

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(b) Unless a contrary indication appears, in this Clause 11 a reference to “ determines ” or “ determined ” means a determination made in the absolutediscretion of the person making the determination.

11.2 Tax gross-up

(a) All payments to be made by an Obligor to the Lender under the Finance Documents shall be made free and clear of and without any Tax Deductionunless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction isrequired to be made) shall be increased to the extent necessary to ensure that the Lender receives a sum net of any deduction or withholding equal tothe sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of

a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a paymentpayable to the Lender.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that TaxDeduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that

Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) anyappropriate payment paid to the relevant taxing authority.

11.3 Tax indemnity

(a) Without prejudice to Clause 11.2 ( Tax gross-up ), if the Lender is required to make any payment of or on account of Tax on or in relation to any sumreceived or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lenderwhether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against theLender, the Borrower shall, within three (3) Business Days of demand of the Lender (whether such demand is made before or after the discharge of allamounts outstanding in connection with the Finance Documents), promptly indemnify the Lender for any loss or liability as a result against suchpayment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that thisClause 11.3 shall not apply to:

(i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of

doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by thejurisdiction in which the Lender is incorporated;

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(ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the

Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but notactually receivable) by the jurisdiction in which its Facility Office is located; or

(iii) any loss, liability or cost to the extent it is compensated for by a payment under Clause 11.8 ( FATCA Deduction and gross-up by Obligors ).

(b) If the Lender intends to make a claim under paragraph (a), it shall notify the Borrower of the event giving rise to the claim. This provision is intendedto survive and remain binding on the Borrower after the discharge of all amounts outstanding in connection with the Finance Documents.

11.4 Tax credit

If an Obligor makes a Tax Payment and the Lender determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequenceof which that Tax Payment was required; and

(b) the Lender has obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would havebeen in had the Tax Payment not been required to be made by the Obligor.

11.5 Stamp taxes

The Borrower shall:

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and

(b) within three (3) Business Days of demand, indemnify each Secured Party against any cost, loss or liability that such Secured Party incurs in relation toany stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document.

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11.6 Indirect tax

(a) Subject only to paragraph (b) below:

(i) all amounts set out or expressed in a Finance Document to be payable by any Party to the Lender shall be deemed to be exclusive of anyIndirect Tax; and

(ii) if any Indirect Tax is chargeable on any supply made by the Lender in connection with a Finance Document, that Party shall pay to the Lender(in additional to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse the Lender for any costs or expenses, that Party shall also at the same time pay and

indemnify the Lender against all Indirect Tax incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonablydetermines that it is not entitled to credit or repayment in respect of the Indirect Tax.

11.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall (and the Offshore Guarantor shall procure that each other Obligor will), within ten (10) Business Daysof a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonablyrequests for the purposes of that other Party’s compliance with FATCA;

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for thepurposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party or an Obligor confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes

aware that it is not or has ceased to be a FATCA Exempt Party, that Party or (in the case of an Obligor) the Borrower shall notify that other Partyreasonably promptly.

(c) Paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, whichwould or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

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(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party or an Obligor fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requestedin accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party or Obligorshall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as theParty or Obligor in question provides the requested confirmation, forms, documentation or other information.

11.8 FATCA Deduction and gross-up by Obligors

(a) If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection withthat FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

(b) If an Obligor is required to make a FATCA Deduction, the amount of the payment due from that Obligor shall be increased to an amount which (aftermaking any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(c) The Borrower shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis

of a FATCA Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a paymentpayable to the Lender.

(d) Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making

that FATCA Deduction or payment shall deliver to the Lender evidence reasonably satisfactory to the Lender that the FATCA Deduction has beenmade or (as applicable) any appropriate payment has been paid to the relevant governmental or taxation authority.

11.9 FATCA Deduction by the Lender

The Lender may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, andthe Lender shall not be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of thepayment for that FATCA Deduction. If the Lender becomes aware that it must make a FATCA Deduction in respect of a payment to an Obligor (or that thereis any change in the rate or the basis of such FATCA Deduction), it shall notify the Borrower.

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11.10 Tax Credit and FATCA

If the Borrower makes a FATCA Payment and the Lender determines that:

(a) a Tax Credit is attributable to an increased payment of which that FATCA Payment forms part, to that FATCA Payment or to a FATCA Deduction inconsequence of which that FATCA Payment was required; and

(b) the Lender has obtained, utilised and retained that Tax Credit,

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it wouldhave been in had the FATCA Payment not been required to be made by the Borrower.

12. Increased costs

12.1 Increased costs

(a) Subject to Clause 12.3 ( Exceptions ) the Borrower shall, within three (3) Business Days of a demand by the Lender, pay for the account of the Lenderthe amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in theinterpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of thisAgreement. The terms “ law ” and “ regulation ” in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudentiallimits, liquidity, reserve assets or Tax.

(b) In this Agreement “ Increased Costs ” means:

(i) a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate’s) overall capital (including as a result of any reduction inthe rate of return on capital brought about by more capital being required to be allocated by the Lender);

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by theLender of any of its obligations under any Finance Document.

12.2 Increased cost claims

(a) The Lender intending to make a claim pursuant to Clause 12.1 ( Increased costs ) shall notify the Borrower of the event giving rise to the claim.

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(b) The Lender shall, as soon as practicable after a demand by the Borrower, provide a certificate confirming the amount of its Increased Costs.

12.3 Exceptions

(a) Clause 12.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor; compensated for by Clause 11.3 ( Tax indemnity ) (or would havebeen

(ii) compensated for under Clause 11.3 ( Tax indemnity ) but was not so compensated solely because the exclusion in paragraph (a) of Clause 11.3( Tax indemnity ) applied);

(iii) attributable to the wilful breach by the Lender or its Affiliates of any law or regulation; or

(iv) attributable to a FATCA Deduction required to be made by an Obligor or the Lender.

(b) In this Clause 12.3, a reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 11.1 ( Tax definitions ).

13. Mitigation by the Lender

13.1 Mitigation

(a) The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any

amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 ( Illegality ), Clause 11 ( Tax gross-up and indemnities ) orClause 12 ( Increased costs ), including:

(i) providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim anyexemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii) in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the FinanceDocuments to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

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13.2 Limitation of liability

(a) The Borrower shall promptly indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it underClause 13.1 ( Mitigation ).

(b) The Lender is not obliged to take any steps under Clause 13.1 ( Mitigation ) if, in the opinion of the Lender (acting reasonably), to do so might beprejudicial to it.

13.3 Conduct of business by the Lender

No provision of this Agreement will:

(a) interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

14. Other indemnities

14.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to

be converted from the currency in which that Sum is payable (the “ First Currency ” ) into another currency (the “ Second Currency ” ) for thepurpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Secured Party to whom that Sum is dueagainst any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used toconvert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of itsreceipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit otherthan that in which it is expressed to be payable.

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14.2 Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by that Lender as a result of:

(a) the occurrence of any Event of Default;

(b) the information produced or approved by any Obligor being or being alleged to be misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated orfinanced under this Agreement;

(d) a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency;

(e) funding, or making arrangements to fund, the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation ofany one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful misconduct by the Lender alone);

(f) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;

(g) the taking, holding, protection or enforcement of the Transaction Security; the exercise of any of the rights, powers, discretions and remedies vested inthe Lender by the Finance Documents or by law; or

(h) which otherwise relates to any of the Charged Property or the performance of the terms of the Finance Documents (other than by reason grossnegligence or wilful misconduct by the Lender alone).

14.3 Indemnity to the Lender

(a) The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

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(b) The Borrower shall (or shall procure that an Obligor will), promptly indemnify the Lender and each officer or employee of the Lender or its Affiliate(each, an “ Indemnified Person ” ), against any cost, loss or liability incurred by that Indemnified Person:

(i) in connection with or arising out of the Finance Documents (including those incurred in connection with any litigation, arbitration oradministrative proceedings or regulatory enquiry concerning the Finance Documents), unless such loss or liability is caused by the grossnegligence or wilful misconduct of that Indemnified Person as determined in a final and non- appealable judgment by a court with competentjurisdiction; or

(ii) in connection with or as a result of any Obligor’s failure to comply with any legal, regulatory or other compliance requirement applicable tothe transactions contemplated under the Finance Documents.

(c) The Borrower shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate, againstany cost, loss or liability incurred by the Lender or its Affiliate (or officer or employee of the Lender or Affiliate) in connection with or arising out of:

(i) the Acquisition (including any breach by any Obligor or any other member of the Offshore Group of any provision of the AcquisitionDocuments); or

(ii) the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative

proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilfulmisconduct of the Lender or its Affiliate (or officer or employee of the Lender or Affiliate), and

any Affiliate or any officer or employee of the Lender or its Affiliate may rely on this paragraph (c), subject to Clause 1.4 ( Third Party Rights ) andthe provisions of the Third Parties Ordinance as determined in a final and non-appealable judgment by a court with competent jurisdiction.

15. Costs and expenses

15.1 Transaction expenses

The Borrower shall, within three (3) Business Days of demand or, if earlier, on the Utilisation Date, pay the Lender the amount of all costs and expenses(including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a) this Agreement and any other documents referred to in this Agreement or in a Transaction Security Document; and

(b) any other Finance Documents executed after the date of this Agreement.

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15.2 Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three (3) Business Days of demand, reimburse the Lender for the amountof all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request orrequirement.

15.3 Enforcement and preservation costs

The Borrower shall, within three (3) Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees)incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the TransactionSecurity and any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding theTransaction Security, or enforcing those rights.

SECTION 7

GUARANTEE 16. Guarantee and Indemnity

16.1 Guarantee and indemnity

The Offshore Guarantor irrevocably and unconditionally:

(a) guarantees to the Lender punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

(b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, itshall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primaryobligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amountwhich would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it wouldhave been due. The amount payable by the Offshore Guarantor under this indemnity will not exceed the amount it would have had to pay under thisClause 16 if the amount claimed had been recoverable on the basis of a guarantee.

16.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardlessof any intermediate payment or discharge in whole or in part.

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16.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made bythe Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation,administration or otherwise, without limitation, then the liability of the Offshore Guarantor under this Clause 16 will continue or be reinstated as if thedischarge, release or arrangement had not occurred.

16.4 Waiver of defences

The obligations of the Offshore Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause 16, wouldreduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or the Lender) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or

security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect ofany instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any otherperson;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance

Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition ofany new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g) any insolvency or similar proceedings; or

(h) this Agreement or any other Finance Document not being executed by or binding upon any other party.

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16.5 Immediate recourse

The Offshore Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce anyother rights or security or claim payment from any person before claiming from the Offshore Guarantor under this Clause 16. This waiver appliesirrespective of any law or any provision of a Finance Document to the contrary.

16.6 Guarantor Intent

Without prejudice to the generality of Clause 16.4 ( Waiver of defences ), the Offshore Guarantor expressly confirms that it intends that this guarantee shallextend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facilityor amount made available under any of the Finance Documents.

16.7 Appropriations

Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full,the Lender (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect

of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the OffshoreGuarantor shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Offshore Guarantor or on account of the Offshore Guarantor’s liabilityunder this Clause 16.

16.8 Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in fulland unless the Lender otherwise directs, the Offshore Guarantor will not exercise or otherwise enjoy the benefit of any right which it may have by reason ofperformance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or ofany other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

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(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which theOffshore Guarantor has given a guarantee, undertaking or indemnity under Clause 16.1 ( Guarantee and indemnity );

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with the Lender.

If the Offshore Guarantor shall receive any benefit, payment or distribution in relation to any such right, it shall hold that benefit, payment or distribution (orso much of it as may be necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with theFinance Documents to be paid in full) on trust for the Lender, and shall promptly pay or transfer the same to the Lender or as the Lender may direct.

16.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 17. Representations

Each of the Offshore Obligors makes the representations and warranties set out in this Clause 17 to the Lender on the date of this Agreement.

17.1 Status

(a) It is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

(c) It is not a FATCA FFI or a US Tax Obligor.

17.2 Binding obligations

(a) The obligations expressed to be assumed by it in each Transaction Document to which it is a party are, subject to any general principles of law limiting

its obligations which are specifically referred to in any legal opinion delivered in accordance with Clause 4 ( Conditions of Utilisation ), legal, valid,binding and enforceable obligations.

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(b) Without limiting the generality of paragraph (a) above, each Transaction Security Document to which it is a party, subject to the terms of the

Intercreditor Deed, creates the security interests which that Transaction Security Document purports to create and those security interests are valid andeffective.

17.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party and the granting of theTransaction Security do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its and each of its Subsidiaries’ constitutional documents;

(c) the Target’s constitutional documents (including the Target Stockholders Agreement); or

(d) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets or constitute a default ortermination event (however described) under any such agreement or instrument.

17.4 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, theTransaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

(b) No limit on its power will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities (as applicable) by theFinance Documents to which it is a party.

17.5 Validity and admissibility in evidence

Except for the Registration Requirements, all Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights, comply with its obligations in and carry out the transactions contemplated by the TransactionDocuments to which it is a party;

(b) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions; and

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(c) for it and its Subsidiaries to carry on their business, and which are material, have been obtained or effected and are in full force and effect.

17.6 Registration requirements

Except for the Registration Requirements, it is not necessary to file, register or record any Finance Document in any public place or elsewhere.

17.7 Governing law and enforcement

(a) The choice of Hong Kong, PRC, English or New York law (as the case may be) as the governing law of the Finance Documents will be recognisedand enforced in its Relevant Jurisdictions.

(b) Any judgment obtained in Hong Kong, the PRC, England or New York in relation to a Finance Document will be recognised and enforced in itsRelevant Jurisdictions.

17.8 Deduction of Tax

It is not required under the laws of its Relevant Jurisdictions to make any deduction for or on account of Tax from any payment it may make under anyFinance Document.

17.9 No filing or stamp taxes

Except for registration fees associated with the Registration Requirements, it is not necessary under the laws of its Relevant Jurisdictions that the FinanceDocuments be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or inrelation to the Finance Documents or the transactions contemplated by the Finance Documents.

17.10 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of the Utilisation.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of anydetermination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any otheragreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or isreasonably likely to have a Material Adverse Effect.

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17.11 No misleading information

(a) Any factual information provided by an Obligor or any member of the Offshore Group was true and accurate in all material respects as at the date itwas provided or as at the date (if any) at which it is stated.

(b) Any financial projections provided to the Lender by the Borrower have been prepared on the basis of recent historical information and on the basis ofreasonable assumptions.

(c) Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by or on behalf of anymember of the Offshore Group or the Borrower being untrue or misleading in any material respect.

(d) Any information supplied by any member of the Offshore Group was true, complete and accurate in all material respects as at the date it was givenand was not misleading in any respect.

17.12 Financial statements

(a) The financial statements most recently supplied to the Lender (which, at the date of this Agreement, are its Original Financial Statements) wereprepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(b) The financial statements most recently supplied to the Lender (which, at the date of this Agreement, are its Original Financial Statements) give a true

and fair view of (if audited) or fairly represent (if unaudited) the financial condition and operations of the relevant person for the period to which theyrelate, save to the extent expressly disclosed in such financial statements.

(c) There has been no material adverse change in the business or financial condition of the Onshore Parent Guarantor, the Offshore Guarantor or theBorrower since 31 December 2016.

17.13 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors,except for obligations mandatorily preferred by law applying to companies generally.

17.14 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably beexpected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

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17.15 No Breach of Laws

No Obligor has breached any law or regulation which would materially and adversely affect its or his ability to perform its or his obligations under theFinance Documents to which it or he is a party or the ability of the Lender to hold, acquire or dispose of any Pledged Target Shares or Security over thePledged Target Shares or to enforce the Security expressed to be created by the Transaction Security Documents.

17.16 Pledged Target Shares

(a) The Pledged Target Shares:

(i) are in the form of certificated shares upon completion of the Acquisition until the date on which such Pledged Target Shares are converted intobook-entry form;

(ii) are listed on the Exchange;

(iii) are fully paid and no moneys or liabilities are outstanding or payable in respect of any of them;

(iv) have been duly authorised and validly issued and are freely and fully transferable and not subject to or the subject of any pre-emption rights,“lock up” periods or restrictions on transfer (other than pursuant to the Target Stockholders Agreement); and/or

(v) are not subject to any other legal or contractual restrictions which are likely to result in any material adverse consequences to the Lender or on

the ability of the Lender to value, market, realise or enforce Transaction Security over those Pledged Target Shares, subject to applicable lawsand the Listing Rules.

(b) Subject to the restrictions set forth in paragraph (a)(iv) above, no:

(i) form of notification is or will be required to be made to any stock exchange, regulatory authority or similar body or to any other person by the

Lender, any Obligor, any member of the Offshore Group, the Target or any other person, other than the filing of Schedule 13D by theBorrower and, if applicable, one or more of its Affiliates, within the prescribed time period under the Securities Exchange Act of 1934;

(ii) approval from any stock exchange, regulatory authority or similar body or any other person is or will be required;

(iii) breach by any Obligor, any member of the Offshore Group or any of its Affiliates of the Listing Rules, any other listing rules or any othersimilar law or regulation has or will occur;

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(iv) clearance to deal under the Listing Rules, any other listing rules or any other similar law or regulation is or will be required to be made by anyObligor, any member of the Offshore Group or any of its Affiliates; or

(v) mandatory offer or bid is or will be required to be made by the Lender or any transferee or purchaser of Pledged Target Shares,

as a result of:

(A) the Pledged Target Shares being subject to the Transaction Security Documents;

(B) the enforcement of any Transaction Security Document; or

(C) any appropriation or transfer of all or any part of those Pledged Target Shares by or to the Lender or any other person, provided that inthe case of paragraphs (b)(i) and (b)(ii) above, the Lender or such other person does not hold any such Pledged Target Shares and in thecase of paragraph (b)(v) above, the Lender or such other person does not hold any other Target Shares nor will be seen as acting inconcert with any other person for the purpose of the Listing Rules.

(c) Other than its articles of association and the Target Stockholders Agreement, there are no documents or arrangements in force governing therelationship between the stockholders of the Target, the management of the Target or the issue or ownership of shares in the Target.

17.17 Material Non-Public Information

As of the date of this Agreement:

(a) no Obligor is in possession of any Material Non-Public Information relating to the Target or the Target Shares which would (i) restrict its or his ability

to deal in the Target Shares or grant Security over the Pledged Target Shares to the Lender or (ii) affect its or his ability to enter into or perform its orhis obligations under the Finance Documents to which it or he is a party; and

(b) no Obligor is entering into the Finance Documents to which it or he is a party (or has been influenced in making such decision) on the basis of anyMaterial Non-Public Information.

17.18 Authorised Signatures

Any person specified as its authorised signatory under Schedule 1 ( Conditions Precedent ) or paragraph (m) of Clause 18.3 ( Information: miscellaneous ) isauthorised to sign Utilisation Requests (in the case of the Borrower only) and other notices on its behalf.

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17.19 Transaction Security

(a) Subject to the Intercreditor Deed, the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passuranking Security.

(b) The constitutional documents of the Target (including the Target Stockholders Agreement and any insider trading policy and other internal policies)

do not and would not restrict or inhibit in any manner any transfer of any Target Shares which are expressed to be (or are required by this Agreementto be or become) subject to the Transaction Security.

(c) Each Obligor has all the necessary power, authority and legal rights to enter into the Transaction Security Documents to which it is a party and tocreate the Security and perform its obligations in accordance with the terms thereof and none of its above acts violates any laws or obligations bindingupon it, including, without limitation, the provisions of the Listing Rules or any other rules and regulations which such Obligor may be required tocomply with from time to time.

17.20 Good Title to Assets

(a) It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, theassets necessary to carry on its business as presently conducted.

(b) The Borrower has no material assets other than the Acquired Target Shares and the assets disclosed to the Lender (in such capacity) in writing prior tothe date of this Agreement.

(c) It has good title to the assets subject to the Security created by it pursuant to any Transaction Security Document to which it is a party, free from allSecurity except the Security created pursuant to, or permitted by, the Finance Documents.

(d) It is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

(e) It has not sold, transferred, lent, assigned, parted with its interest in or disposed of, granted any option in respect of or otherwise dealt with any of its

rights, title and interest in and to the Charged Property, or agreed to do any of the foregoing (other than pursuant to the Finance Documents to which itis a party).

17.21 Holding Company

None of the Offshore Obligors has any material assets or liabilities and has not:

(a) traded or carried on any business;

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(b) extended any Financial Indebtedness, provided any guarantee or incurred any liability or obligation (actual or contingent, present or future); or

(c) entered into any contract,

in each case, other than:

(i) in respect to the Borrower, in connection with the allotment and issue of the Junior Preferred Shares;

(ii) in respect of the Offshore Guarantor and Joyful Wellness, in connection with the Fullgoal Notes (including any guarantee or security grantedby any Offshore Obligor in respect of the Fullgoal Notes);

(iii) in respect of the Offshore Guarantor and Joyful Wellness, in connection with Joyful Intercompany Advances;

(iv) in connection with the Acquisition;

(v) in connection with ownership of the shares of its Subsidiaries;

(vi) in respect of the Borrower, in connection with ownership of the Acquired Target Shares;

(vii) entering into, acquiring rights and interests and incurring liabilities and obligations under the Finance Documents to which it is a party;

(viii) holding cash, securities or bank accounts as permitted under the Finance Documents;

(ix) any professional and administration costs in the ordinary course of business as an investment or holding company;

(x) general administration activities including those relating to overhead costs and paying filing fees and other ordinary course expenses (such asaudit fees and Taxes) to fulfil any periodic reporting requirements;

(xi) employing the services of a registered office provider and/or registered agent to provide customary services, and paying (and incurringliability to pay) the customary and reasonable fees of such provider;

(xii) paying fees to maintain corporate existence and good standing;

(xiii) any contract of employment with any of its directors or officers or otherwise, to the extent necessary to maintain its corporate existence; and

(xiv) in order to effect any purposes described in Clause 3.1 ( Purpose ).

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17.22 Legal and beneficial ownership

As at the date of this Agreement, the sellers’ names in the SPA and represented by the Sellers’ Representative as set out in the draft SPA delivered pursuantto the Clause 4.1 ( Initial conditions precedent ) is the sole legal and beneficial owner of the Acquired Target Shares.

17.23 Financial Indebtedness and Security

(a) No Offshore Obligor has any Financial Indebtedness other than as permitted under the terms of this Agreement.

(b) No Offshore Obligor has any of its property or assets subject to any Security other than as permitted under the terms of this Agreement.

(c) No Security or Quasi-Security exists over all or any of the Charged Property other than as permitted by the Finance Documents.

17.24 Junior Investment Documents

(a) The Junior Investment Documents contain all the terms of the Junior Preferred Shares.

(b) There is no disclosure made to the Junior Investment Documents which has or may have a material adverse effect on any of the information, opinions,intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Group.

(c) No representation or warranty given by any party to the Junior Investment Documents is untrue or misleading in any material respect.

(d) No default under any Junior Investment Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entryinto, the performance of, or any transaction contemplated by any Finance Document.

17.25 Fullgoal Notes Documents

(a) The Fullgoal Notes Documents contain all the terms of the Fullgoal Notes.

(b) There is no disclosure made to the Fullgoal Notes Documents which has or may have a material adverse effect on any of the information, opinions,intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Offshore Group.

(c) No representation or warranty given by any party to the Fullgoal Notes Documents is untrue or misleading in any material respect.

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(d) No default under any Fullgoal Notes Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entryinto, the performance of, or any transaction contemplated by any Finance Document.

17.26 Acquisition Documents

(a) The Acquisition Documents contain all the terms of the Acquisition.

(b) There is no disclosure made to the Acquisition Documents which has or may have a material adverse effect on any of the information, opinions,intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Offshore Group.

(c) No representation or warranty given by any party to the Acquisition Documents is untrue or misleading in any material respect.

(d) No default under any Acquisition Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entry into,the performance of, or any transaction contemplated by any Finance Document.

17.27 Sanctions

None of the Offshore Obligors, any other member of the Offshore Group or any of its respective directors, officers or employees, or (to the best of theknowledge of the relevant Offshore Obligor) any agent or other person acting on behalf of such Offshore Obligor or such member of the Offshore Group:

(a) is a Sanctioned Person;

(b) is currently subject to any Sanctions; or

(c) has received notice or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

17.28 Money Laundering Laws

(a) The operations of each Offshore Obligor and the Offshore Group are and have been conducted at all times in compliance with applicable financialrecord keeping and reporting requirements, anti-bribery and corruption statutes, and money laundering statutes in all jurisdictions in which it conductsbusiness, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by anygovernmental agency (collectively, “ Money Laundering Laws ” ) .

(b) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Offshore Obligor or

any member of the Offshore Group with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits orproceedings are threatened or contemplated.

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17.29 Group Structure

(a) The Individual Obligor legally and beneficially owns directly at least seventy-five per cent. (75%) of the issued share capital of the Onshore ParentGuarantor.

(b) The Onshore Parent Guarantor legally and beneficially owns directly and indirectly the entire issued share capital of Tianjin Shuzhi.

(c) Tianjin Shuzhi legally and beneficially owns directly the entire issued share capital of the Offshore Guarantor.

(d) The Offshore Guarantor legally and beneficially owns directly the entire issued share capital of the Borrower (other than the Golden Share and theJunior Preferred Shares or other preferential shares approved by the Lender).

17.30 No Subsidiary

(a) The Offshore Guarantor has no Subsidiary other than the Borrower and Joyful Wellness.

(b) The Borrower has no Subsidiary.

17.31 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “ Insolvency Regulation ”), theBorrower’s centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) is situated in its jurisdiction of incorporation orestablishment and it has no “establishment” (as that term is used in Article 2(h) of the Insolvency Regulation) in any other jurisdiction.

17.32 Repetition

The Repeating Representations are deemed to be made by each Offshore Obligor by reference to the facts and circumstances then existing on the date of theUtilisation Request and each Interest Payment Date.

18. Information undertakings

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents orany Commitment is in force.

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18.1 Financial statements

The Borrower shall supply to the Lender:

(a) as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of each financial year:

(i) the consolidated financial statements for that financial year of the Onshore Parent Guarantor;

(ii) the financial statements for that financial year of (A) the Borrower and (B) the Offshore Guarantor.

(b) as soon as the same become available, but in any event within sixty (60) days after the end of each half of each financial year:

(i) the consolidated financial statements for that financial half year of Onshore Parent Guarantor; and

(ii) the financial statements or management accounts for that financial half year of (A) the Borrower and (B) the Offshore Guarantor.

18.2 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 ( Financial statements ) shall be certified by a director of each ofthe Onshore Parent Guarantor, the Offshore Guarantor, and the Borrower, in each case, as giving a true and fair view of (in the case of any suchfinancial statements which are audited) or fairly representing (in the case of any such financial statements which are unaudited) the financial conditionof such Obligor as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements of a person delivered pursuant to Clause 18.1 ( Financial statements ) is preparedusing GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statementsfor that person unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accountingpractices or reference periods and its auditors (or, if appropriate, the auditors of that person) deliver to the Lender:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods uponwhich that Obligor’s Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to make an accuratecomparison between the financial position indicated in those financial statements and that person’s Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect thebasis upon which the Original Financial Statements were prepared.

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18.3 Information: miscellaneous

The Borrower shall supply to the Lender:

(a) all documents dispatched by the any Obligor or the Target to its shareholders (or any class of them) generally at the same time as they are despatched;

(b) promptly, any announcement, notice or other document relating specifically to the Target posted onto any electronic website maintained by any stock

exchange on which the Target Shares or other securities of the Target are listed or any electronic website required by any such stock exchange to bemaintained by or on behalf of the Target;

(c) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened orpending against any Obligor or any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(d) promptly within a reasonable period of time but in any event not later than three (3) Business Days upon becoming aware of them, the details of:

(i) any breach or alleged breach (notified in writing by any authority or regulator) by any Obligor of any law, regulation, or the Listing Rulesapplicable to the Target Shares;

(ii) any requirement that the Lender, any Obligor, the Target or any other person must make a notification to any stock exchange, regulatoryauthority or similar body or any other person, in each case, in connection with the Pledged Target Shares; and

(iii) any clearance to deal with the Pledged Target Shares being required under the Listing Rules or any other similar law or regulation by anyObligor,

in each case as a result of (A) the Target Shares being subject to the Transaction Security Documents, (B) the enforcement of any Transaction SecurityDocument, or (C) any appropriation or transfer of all or any part of the Pledged Target Shares to the Lender or any other person;

(e) promptly, such information as the Lender may reasonably require about the Charged Property and compliance of the Obligors with the terms of anyTransaction Security Documents;

(f) promptly following any progress of satisfaction and/or waiver of the conditions precedent to Completion (as defined in the Junior InvestmentAgreement) under the Junior Investment Agreement, an update in writing in respect of the same in reasonable detail as requested by the Lender;

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(g) promptly following any progress of satisfaction and/or waiver of the conditions precedent to the Acquisition Completion under the AcquisitionDocuments, an update in writing in respect of the same in reasonable detail as requested by the Lender;

(h) promptly, a copy of any document relating to any of the matters referred to in paragraph 19.14(b) of Clause 19.14 ( Junior Investment Documents );

(i) promptly, a copy of any document relating to any of the matters referred to in paragraph (c) of Clause 19.15 ( Acquisition Documents );

(j) promptly, any notice that any member of the Offshore Group has received under and in relation to (i) the Junior Preferred Shares and the JuniorInvestment Documents, (ii) the Fullgoal Notes and (iii) the Joyful Intercompany Advances;

(k) promptly upon becoming aware of the same, details of the date of Closing Date, and if so requested by the Lender, evidence of the AcquisitionCompletion;

(l) promptly, such further information regarding the financial condition, business and operations of any Obligor or any member of the Group as theLender may reasonably request; and

(m) promptly, notice of any change in authorised signatories of the Borrower signed by a director or company secretary of the Borrower accompanied byspecimen signatures of any new authorised signatories.

18.4 Notification of default

(a) The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence(unless the Borrower is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by a director on its behalf certifying that noDefault is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.5 Provision of Material Non-Public Information

(a) The Obligors shall not provide the Lender with any Material Non-Public Information in any document or notice required to be delivered pursuant toany Finance Document or communication in connection with any Finance Document (each a “ Communication ”) without (i) first notifying theLender in writing that the Communication that that Obligor is about to deliver contains Material Non-Public Information, and (ii) the Lender givingwritten confirmation that it wishes to receive such information and instructing that Obligor to whom such information shall be delivered.

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(b) If the Lender has refused to receive such Material Non-Public Information, the Obligors shall only deliver the Communication to the extent that it doesnot contain Material Non-Public Information, in which event the Obligors shall not be deemed to have breached paragraph (a) above.

(c) The Obligors irrevocably authorise and consent to the Lender (together with any person acting on the Lender’s behalf) disclosing to any person anyMaterial Non- Public Information that the Lender considers necessary or desirable for the purposes of or in connection with any, or any potential,realisation or enforcement of any Security expressed to be created by any Transaction Security Document provided that any such other person isnotified of the information being Material Non-Public Information.

18.6 “ Know your customer ” checks

The Borrower shall (and shall procure that each other Obligor will) promptly upon the request of the Lender supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by the Lender (for itself or on behalf of any prospective New Lender) in order for the Lender orany prospective New Lender to conduct any “know your customer” or other similar procedures under applicable laws and regulations.

19. General undertakings

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents orany Commitment is in force. Where an undertaking is expressed to apply to any other member of the Group or any other person, the Borrower shall ensurethat such member of the Group or person perform that undertaking.

19.1 Authorisations

(a) Each Offshore Obligor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Lender of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents to which it is a party (including, in respect of theSecurity Agreement (US), any consent or approval that is required pursuant to the terms of the Target Stockholders Agreement) and to ensure thelegality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document to which it is a party.

(b) The Borrower shall (and each Offshore Obligor shall ensure that each other Obligor will) promptly make the registrations and comply with theRegistration Requirements (other than the requirement under paragraph (c) of the definition of “ Registration Requirements ”).

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19.2 Compliance with laws

Each Offshore Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability toperform its obligations under the Transaction Documents.

19.3 Pari passu ranking

Each Offshore Obligor shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claimsof all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.4 Negative pledge

(a) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) create or permit to subsist anySecurity over any of its assets including, for the avoidance doubt and subject to paragraph (c) below, any Charged Property.

(b) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Offshore Obligor orany other member of the Offshore Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into or permit to subsist any title retention arrangement;

(iv) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or madesubject to a combination of accounts; or

(v) enter into or permit to subsist any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing theacquisition of an asset.

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(c) Paragraphs (a) and (b) above do not apply to:

(i) any transaction contemplated by the Junior Investment Documents to the extent it constitutes Security or Quasi-Security (including any JuniorInvestment Security in accordance with the terms of the Intercreditor Deed);

(ii) any Security or Quasi-Security created pursuant to any Finance Document;

(iii) the Security or Quasi-Security created over the shares of (A) the Borrower or (A) Joyful Wellness, in each case, to secure the Fullgoal Notes;

(iv) any Security or Quasi-Security created with the consent of the Lender;

(v) any netting or set-off arrangement entered into by the Borrower or any other member of the Offshore Group in the ordinary course of itsbanking arrangements for the purpose of netting debit and credit balances; or

(vi) any lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due orcontested in good faith by appropriate proceedings and properly provisioned.

19.5 Disposals

No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will), enter into a single transaction or aseries of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

19.6 Restricted Payments

(a) Subject to paragraph (b) below, no Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will):

(i) declare, make or pay any dividend or other distribution in respect of any of its shares;

(ii) alter any rights attaching to its issued shares as at the date of this Agreement in a manner which might reasonably be expected to adverselyaffect the interests of the Lender;

(iii) redeem, repurchase, defease, retire or repay or redeem any of its share capital or resolve to do so; or

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(iv) pay interest, commission or fees on, or repay, prepay, redeem, defease or otherwise discharge any loan provided by the Onshore ParentGuarantor or an Affiliate of the Onshore Parent Guarantor;

(v) without limiting paragraphs (i) to (iv) above, pay any intercompany payables in connection with the Joyful Intercompany Advances.

(b) No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the Offshore Group will) make any distribution on, or redeemor otherwise discharge any Junior Liabilities other than payment of the Preferred Fixed Dividend (as defined in the Junior Investment Agreement)under the Junior Investment Documents provided to the Lender pursuant to Schedule 1 ( Conditions Precedent ), provided that such payment shall notexceed US$11,500,000 per annum or such other amount as the Lender may agree (“ Junior Permitted Paymen t”).

(c) No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the Offshore Group will) pay any amount to, or repay, prepay,

redeem, defease or otherwise discharge any liabilities owed to Fullgoal SPC (for and on behalf of Fullgoal SP) other than any payment made by JoyfulWellness to Fullgoal SPC (for and on behalf of Fullgoal SP) pursuant to the terms of the Fullgoal Notes.

19.7 Acquisition

(a) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) acquire any company, business,assets or undertaking or make any investment.

(b) Paragraph (a) above does not apply to:

(i) the Acquisition; and

(ii) any acquisition or investment, or incorporation of a company, which is made with the consent of the Lender,

provided that such acquisition or investment or incorporation of a company does not result in a breach of any Authorisation obtained by any Obligor(or any other member of the Offshore Group) or any other provision of this Agreement.

19.8 Loans and guarantees

(a) Subject to paragraph (b) below, no Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will)make or allow to subsist any loans, grant any credit or give or allow to remain outstanding any guarantee or indemnity (except as required under anyof the Transaction Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, inrespect of any obligation of any person.

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(b) Paragraph (a) does not apply to:

(i) in respect of the Offshore Guarantor, the guarantee provided by the Offshore Guarantor to Fullgoal SPC (for and on behalf of Fullgoal SP) inrespect of the Fullgoal Notes; and

(ii) in respect of Joyful Wellness, the Joyful Intercompany Advances provided by Joyful Wellness to the Borrower.

19.9 Financial Indebtedness

(a) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) incur or permit to remainoutstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to any Financial Indebtedness:

(i) incurred pursuant to any Finance Document;

(ii) in respect of the Offshore Guarantor:

(A) the Joyful Intercompany Advances; and

(B) existing as at the date of this Agreement, the aggregate outstanding principal amount does not at any time exceed US$30,000,000;

(iii) in respect of the Borrower, incurred pursuant to any Junior Investment Document;

(iv) in respect of Joyful Wellness, the Fullgoal Notes; and

(v) incurred with the consent of the Lender.

19.10 Preservation of assets

Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) maintain in good working orderand condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

19.11 Merger

No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) enter into any amalgamation,demerger, merger or corporate reconstruction.

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19.12 Change of business

Each Offshore Obligor shall procure that no substantial change is made to the general nature of the business of the Offshore Group from that carried on at thedate of this Agreement.

19.13 Arm’s length basis

No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) enter into any transaction with anyperson except on arm’s length basis and for full market value.

19.14 Junior Investment Documents

(a) The Borrower and, if applicable, any other Obligor or any other member of the Offshore Group shall, subject to the terms of the Intercreditor Deed,promptly pay all amounts payable under the Junior Investment Documents as and when they become due.

(b) After the Utilisation Date, the Borrower and, if applicable, each other Obligor and each other member of the Offshore Group shall not:

(i) amend, vary, supplement, supersede or waive any term of a Junior Investment Document;

(ii) assign, transfer, novate or otherwise dispose of any or all of its rights and/or obligations under a Junior Investment Document; or

(iii) terminate, revoke, unwind or allow to expire any term of a Junior Investment Document,

in each case, except in writing, and in a manner in compliance with the Intercreditor Deed.


(a) Each Offshore Obligor shall (and shall ensure that each other member of the Offshore Group shall) promptly pay all amounts payable to the seller(s)

under the Acquisition Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by theBorrower and, if applicable, the Onshore Parent Guarantor and where adequate reserves are set aside for any such payment).

(b) Each Offshore Obligor shall (and shall ensure that each other member of the Offshore Group shall) take all reasonable and practical steps to preserveand enforce its rights and pursue any claims and remedies arising under any Acquisition Documents.

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(c) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group shall):

(i) amend, vary, supplement, supersede or waive any term of an Acquisition Document;

(ii) assign, transfer, novate or otherwise dispose of any or all of its rights and/or obligations under an Acquisition Document; or

(iii) terminate, revoke, unwind or allow to expire any term of an Acquisition Document,

in each case, except in writing, and:

(A) on or before the Acquisition Completion, with the prior consent of the Lender; or

(B) after the Acquisition Completion, in a way which would not reasonably be expected to materially and adversely affect the interest of theLender.

19.16 Pledged Target Shares – General

Each of the Borrower and the Offshore Guarantor shall ensure that:

(a) the Borrower shall at all times be the sole legal and beneficial owner of the assets subject to the Security intended to be created by it pursuant to anyTransaction Security Documents;

(b) subject to the Target Stockholders Agreement, the Pledged Target Shares are freely and fully transferable and not subject to or the subject of any pre-emption rights, “lock-up” periods or restrictions on transfers or creation of security interest;

(c) the Pledged Target Shares are fully paid and no moneys or liabilities are outstanding or payable in respect of any of them;

(d) all calls, subscription moneys and other moneys payable on or in respect of any of the Pledged Target Shares are promptly paid and the Lender and its

nominees are indemnified against any cost, liabilities or expenses which it or they may suffer or incur as a result of any failure by the Obligors to paythe same;

(e) all necessary disclosures in respect of the holding of any interests in the Pledged Target Shares are made in accordance with any applicable law and/orregulation;

(f) all the Pledged Target Shares held by the Borrower, if converted from certificated shares into book-entry form, shall remain at all times in book-entryform;

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(g) the Borrower shall at all times comply with the terms of the Target Stockholders Agreement, unless any failure to so comply could not reasonably beexpected to be materially prejudicial to the Lender’s rights and interests under the Finance Documents, provided that, any failure to so comply thataffects the validity or enforceability of, or the ranking of, any Security granted or purported to be granted pursuant to the Security Agreement (US),shall be deemed materially prejudicial to the rights or interests of the Lender; and

(h) following delivery of the Target Stockholders Agreement and the other constitutional documents of the Target pursuant to Schedule 1 ( ConditionsPrecedent ), no documents or arrangements governing the relationship between the shareholders of the Target, the management of the Target or theissue or ownership of shares in the Target will be entered by any Obligor or any other member of the Offshore Group and the other shareholders of theTarget, in each case that could reasonably be expected to have a Material Adverse Effect, or otherwise materially prejudice the Lender’s rights andinterests under the Finance Documents or any Obligor’s ability to perform its obligations under any of the Finance Documents.

19.17 Pledged Target Shares – Dividends

In respect of the Pledged Target Shares, each of the Borrower and the Offshore Guarantor shall:

(a) ensure that, to the extent that the Borrower may elect to do so, receives any dividend or distribution in respect of the Pledged Target Shares in cashdenominated in US dollars (the “ Cash Dividend ”);

(b) promptly upon becoming aware of the same notify the Security Agent of the declaration of any dividend and the amount and date of payment of suchdividend;

(c) ensure that any dividend and any other amounts or assets received by the Borrower in respect of the Pledged Target Shares:

(i) if in the form of Cash Dividend, are immediately paid directly into the Designated Securities Account or another account designated by the

Security Agent which is subject to the Transaction Security created under Transaction Security Document(s) in form and substancesatisfactory to the Security Agent (in accordance with the terms of the Intercreditor Deed); and

(ii) if in any other form, are delivered promptly to the Security Agent and made subject to the Transaction Security created under the Security

Agreement (US) or other Transaction Security Document(s) in form and substance satisfactory to the Security Agent (in accordance with theterms of the Intercreditor Deed); and

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(d) each of the Borrower and the Offshore Guarantor shall promptly notify the Lender and the Security Agent of such receipt.

19.18 Designated Securities Account

(a) The Borrower shall deposit monies and securities into the Designated Securities Account in accordance with Clause 19.17 ( Pledged Target Shares –Dividends ) and Clause 19.31 ( Conditions Subsequent ).

(b) The Borrower may not withdraw any of the Pledged Target Shares or any amount from the Designated Securities Account unless with the priorconsent of the Security Agent (subject to the terms of the Intercreditor Deed).

(c) Subject to the terms of the Intercreditor Deed, the Security Agent may, and the Borrower hereby irrevocably authorises the Lender to, at any time after

an Event of Default has occurred and is continuing, instruct the Security Agent to, withdraw (or direct the withdrawal of) amounts from theDesignated Securities Account for application towards payment of any amount under the Finance Documents which is due and payable but unpaid.

(d) In connection with any withdrawal to be made by the Borrower from the Designated Securities Account that is permitted under this Clause 19.18, the

Borrower hereby irrevocably authorises the Lender to instruct the Security Agent to execute and deliver notices and other documents to the custodianof the Designated Securities Account to facilitate such withdrawal as reasonably requested by the Borrower.

19.19 Constitutional Documents

(a) Save for effecting the transactions contemplated by the Junior Investment Agreement, none of the Offshore Obligors shall (and each Offshore Obligor

shall ensure that no other member of the Offshore Group will) make any amendment to its constitutional documents in any manner which maymaterially prejudice the interests of the Lender.

(b) Save for effecting the transactions contemplated by the Junior Investment Agreement and without prejudice to Clause 19.15 ( Acquisition Documents), the Borrower shall not expressly consent to any amendment to the constitutional documents of the Target (including the Target StockholdersAgreement), if such amendment may materially prejudice the interests of the Lender, provided that, any amendment to the constitutional documents ofthe Target (including the Target Stockholders Agreement) that affects the validity or enforceability of, or the ranking of, any Security granted orpurported to be granted pursuant to the Security Agreement (US), shall be deemed materially prejudicial to the rights or interests of the Lender.

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19.20 No other Business

No Offshore Obligor shall trade, carry on any business, own any asset or incur any liability except to the extent contemplated by Clause 17.21 ( HoldingCompany ) and other normal holding company activities, without the Lender’s prior written consent.

19.21 Environmental compliance

Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each member of the Offshore Group will) comply in all material respects with allEnvironmental Law, obtain and maintain any Environmental Permits and take all reasonable steps in anticipation of known or expected future changes to orobligations under Environmental Law or any Environmental Permits.

19.22 Environmental Claims

Each Offshore Obligor shall inform the Lender in writing as soon as reasonably practicable upon becoming aware of:

(a) any Environmental Claim which has been commenced or (to the best of such Offshore Obligor’s knowledge and belief) is threatened against it or anymember of the Offshore Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against itor any member of the Offshore Group,

in each case where such Environmental Claim might reasonably be expected, if determined against the Borrower or member of the Offshore Group, to have aMaterial Adverse Effect.

19.23 Insurance

(a) Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) maintain insurances on and

in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similarbusiness.

(b) All insurances must be with reputable independent insurance companies or underwriters.

19.24 Anti-corruption law

(a) No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) directly or indirectly use the

proceeds of the Facility for any purpose which would breach the Bribery Act 2010 of the United Kingdom, the United States Foreign Corrupt PracticesAct of 1977 or other similar legislation in other jurisdictions.

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(b) Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will):

(i) conduct its businesses in compliance with applicable anti-corruption laws; and

(ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

19.25 Anti-Money Laundering Laws, Anti-Terrorism Laws and Sanctions

(a) Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) comply with all applicableMoney Laundering Laws and Anti-Terrorism Laws and all applicable laws in respect of Sanctions and effect and enforce policies and procedures topromote and ensure compliance therewith by it and by persons associated with it, including (without limitation) its directors, officers, employees andagents.

(b) Each Offshore Obligor shall ensure that no Relevant Person may, directly or indirectly:

(i) use, lend, make payments of, contribute or otherwise make available all or part of the proceeds of the Facility or other transaction(s)contemplated by the Finance Documents to any member of the Offshore Group, joint venture partner or other person or entity, for the purposeof financing or facilitating the activities, business or transactions of, or otherwise to fund any trade, business or other activities involving or forthe benefit of, any Sanctioned Person or that are carried out in any Sanctioned Country or that are otherwise conducted in any way that wouldreasonably be expected to result in any Obligor or any Lender being in a violation of any Sanctions (if and to the extent applicable to either ofthem) or becoming a Sanctioned Person; or

(ii) use or permit to be used any revenue or benefit derived from any activity or dealing with any Sanctioned Person in discharging any of theobligations under any Finance Document.

19.26 Use of Proceeds

(a) The Borrower shall deposit the proceeds of the Loan into the Closing Account (or such other account as the Lender may agree) and apply suchproceeds towards the purposes set out in Clause 3.1 ( Purpose ).

(b) The Borrower shall ensure that no Loan borrowed under the Facility is used in a way in conflict with any applicable laws and regulations (including,where applicable, any PRC laws and regulations relating to NBWD).

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(c) No Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) remit or repatriate any proceeds of the

Loan into the PRC in any manner that is not permitted under the PRC laws and regulations (including, where applicable, any PRC laws andregulations relating to cross-border loans and NBWD).

19.27 Application of FATCA

No Offshore Obligor shall become a FATCA FFI or a US Tax Obligor.

19.28 Board Directors/Observers

(a) Each Offshore Obligor must ensure that at least one director/observer or one representative appointed by the Lender (in this capacity, each a “Director/Observer ”) will be entitled to attend and speak at meetings (“ Meetings ”) of:

(i) its board of directors (the “ Board ”) where decisions relating to the strategy or management of the Offshore Group (taken as a whole) aremade; and

(ii) any committee of the Board,

in each case on behalf of the Lender.

(b) Each Offshore Obligor must ensure that:

(i) each Director/Observer is given at least as much written notice of the date, time and place of, and agenda for, all Meetings as is given to

members of the relevant Board generally and, in any event, no less notice than is required to be given under the relevant constitutionaldocuments or shareholders’ agreement (if any); and

(ii) the Director/Observer is supplied with copies of all board papers (“ Board Papers ”) which are supplied or distributed generally to members

of the relevant Board or committee, as the case may be for the purpose of Meetings at the same time those Board Papers are supplied to thosemembers.

(c)

(i)

Each Director/Observer will be entitled to attend Meetings as a director/observer only and will have no rights or liabilities with regard to thedirection and/or conduct of the management of any Offshore Obligor by virtue of being entitled to attend, and attending Meetings as aDirector/Observer.

(ii) In its capacity as a Director/Observer, the Director/Observer will not have a vote at Meetings, and will not be, or be entitled to be, counted inthe quorum for any Meeting.

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(iii) The Lender shall pay the reasonable expenses of the Directors/Observers in attending Meetings as a director or observer within ten(10) Business Days of demand being made by such Director/Observer.

(d) If a resolution is to be passed by members of a Board in writing, each Offshore Obligor must ensure that each Director/Observer is supplied with adraft of the resolution at the same time that draft is supplied to members of the relevant Board.

(e) No Offshore Obligor shall impose any restrictions on any Director/Observer to disclose the information obtained by the Directors/Observers to theLender.

(f) Each Offshore Obligor shall immediately notify the Lender in writing that, if it ceases to, or any other member of the Offshore Group commences to(the “ New Director/Observer Company ”), make decisions relating to the strategy or management of the Offshore Group (taken as a whole). TheLender shall be entitled to appoint at least one Director/Observer to the New Director/Observer Company and the Directors/Observers of the NewDirector/Observer Company shall be entitled to the rights specified in the preceding paragraphs of this Clause 19.28.

(g) This Clause 19.28 shall continue to apply notwithstanding the repayment or prepayment of the Loan and shall be effective so long as any amount isoutstanding under the Finance Documents or any Commitment is in force.

19.29 Access

If a Default is continuing or the Lender reasonably suspects a Default is continuing or may occur, each Offshore Obligor shall (not more than once in everyfinancial year unless the Lender reasonably suspects a Default is continuing or may occur) permit the Lender and/or accountants or other professionaladvisers and contractors of the Lender free access at all reasonable times and on reasonable notice at the risk and cost of such Obligor to (a) the premises,assets, books, accounts and records of any Obligor and (b) meet and discuss matters with senior management.

19.30 Further assurance

(a) The Borrower shall (and each Offshore Obligor shall procure that each member of the Offshore Group will) promptly do all such acts or execute all

such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify (and in suchform as the Lender may reasonably require in favour of the Lender or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include theexecution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of theTransaction Security) or for the exercise of any rights, powers and remedies of the Lender provided by or pursuant to the Finance Documentsor by law;

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(ii) to confer on the Lender Security over any property and assets located in any jurisdiction equivalent or similar to the Security intended to beconferred by or pursuant to the Transaction Security Documents; and/or

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b) The Borrower shall (and each Offshore Obligor shall procure that each member of the Offshore Group shall) take all such action as is available to it

(including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of anySecurity conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.

(c) The Borrower shall (and each Offshore Obligor shall procure that each relevant Obligor will), at any time at the request of the Lender, at its own costtake whatever actions (including, executing any documents, obtaining any approval and completing any registration, filing or recording) that theLender may reasonably require in order to assure that all and any legal, regulatory and other compliance requirement applicable to the transactionscontemplated under the Finance Documents are duly complied with, without prejudice to any Obligor’s other representations and warranties orcovenants relating to its compliance with laws and regulations in the Finance Documents, including the requirement of filing under Circular 2044issued by the National Development and Reform Commission of the PRC and its implementation rules and interpretations.

19.31 Conditions Subsequent

(a) By no later than 10:00 a.m. on the Utilisation Date, the Borrower shall deliver or cause to be delivered to the Lender:

(i) the copies of all of the share certificates representing the Acquired Target Shares, duly executed on behalf of the Target and registered in thename of the Sellers respectively;

(ii) the copies of the relevant stock powers endorsed in blank in respect of the Acquired Target Shares; and

(iii) a written confirmation addressed to the Borrower from the Sellers, the Sellers’ Representative or their legal counsel (by way of an email orotherwise as agreed with the Lender) in form and substance satisfactory to the Lender, confirming that the originals of the documents referredto in sub- paragraphs (i) and (ii) above (collectively, the “ Title Documents ”) will be available for collection from the Sellers, the Sellers’Representative, or their legal counsel by the Borrower (or its agents) once the Federal Reference Number (or equivalent evidence of fundstransfer) in respect of the payment of the Acquisition Purchase Price to the Sellers has been received by the Sellers in accordance with theSPA.

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(b) Immediately after it has become available and in any event no later than 5:00 p.m. (Eastern Standard Time) on the Utilisation Date, the Borrower shalldeliver or cause to be delivered to the Lender evidence (in form and substance satisfactory to the Lender) that the Sellers have confirmed receipt of theFederal Reference Number (or equivalent evidence of funds transfer) in respect of the payment of the Acquisition Purchase Price to such Sellers inaccordance with the SPA.

(c) On the Closing Date immediately following the Acquisition Completion, the Borrower (or its agents) shall:

(i) collect the originals of the Title Documents from the Sellers, or the Sellers’ Representative or their legal counsel;

(ii) ensure that the Lender (or its agents) have sighted the originals of the Title Documents which shall conform with the copies received pursuantto paragraphs (a)(i) and (a)(ii) above;

(iii) if the Custody and Control Agreement has been executed and delivered by such time:

(A) deliver or cause to be delivered the originals of the Title Documents to the Custodian; and

(B) provide to the Lender a written confirmation (in form and substance satisfactory to the Lender) from the Custodian addressed to the

Lender that the originals of the Title Documents have been received by it and are retained by the Custodian in accordance with theCustody and Control Agreement.

(iv) if the Custody and Control Agreement has not been executed and delivered by such time, deliver or cause to be delivered the originals of theTitle Documents to such person as the Lender may designate in writing.

(d) If the Custody and Control Agreement has not been executed and delivered at the time referred to in paragraph (c)(iii) above, the Borrower shall

procure that the Custody and Control Agreement (or an equivalent securities account and deposit account control agreement in form and substancesatisfactory to the Lender with a custodian or bank satisfactory to the Lender) is entered into within two (2) Business Days after the Closing Date.

(e) Within two (2) Business Days after the Closing Date (or if later, the date on which the Custody and Control Agreement is executed and delivered

pursuant to paragraph (d) above), the Borrower shall provide evidence to the Lender (in form and substance satisfactory to the Lender) that theoriginals of the following are

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issued by the Target’s transfer agent and/or registrar and retained by the Custodian in accordance with the Custody and Control Agreement:

(i) the original of the share certificate(s) representing the Acquired Target Shares, duly executed on behalf of the Target and registered in thename of the Borrower; and

(ii) the original of the relevant stock powers endorsed in blank in respect of the Acquired Target Shares.

(f) Within thirty (30) Business Days after the Closing Date:

(i) the Borrower shall have opened the Designated Securities Account, the operation of which shall require one authorised signatory appointed bythe Security Agent;

(ii) the Borrower shall have converted the certificated Pledged Target Shares into book-entry form and deposited such Pledged Target Shares inbook-entry form into the Designated Securities Account; and

(iii) the Designated Securities Account and the Pledged Target Shares deposited therein shall have been subject to the Transaction Security created

by the Transaction Security Document(s) in form and substance satisfactory to the Security Agent (subject to the terms of the IntercreditorDeed).

(g) The Borrower shall (and shall procure that each relevant Obligor will) promptly, and in any event within one (1) month after the execution of eachTransaction Security Document to which it is a party:

(i) effect the registration of the Security granted by it under each such Transaction Security Document with the Hong Kong Companies Registryunder the Companies Ordinance (Chapter 622, the Laws of Hong Kong); and

(ii) deliver to the Lender evidence of the completion of such registration.

(h) On or before the date falling twenty (20) Business Days of the date of this Agreement, the Borrower shall provide evidence that it has amended itsmemorandum and articles of association (or the equivalent constitutional document) in form and substance satisfactory to the lender, to the effect that:

(i) the Borrower is authorised by its memorandum and articles of association (or the equivalent constitutional document) to issue one (and only

one) golden share and that such golden share will be issued to the Lender or such other person as the Lender may in its sole and absolutediscretion nominate (the “ Golden Share ”);

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(ii) the holder of the Golden Share shall be entitled to, from time to time, appoint a person to the board of directors of the Borrower (the “ LenderDirector ”);

(iii) each of (in respect of passing any resolution of the shareholders) the holder of the Golden Share and (in respect of passing any resolution of

the directors) the Lender Director shall have a final veto right in respect of certain matters set out in the memorandum and articles ofassociation (or the equivalent constitutional document) of the Borrower, including:

(A) selling, disposing of and proposing to sell or dispose of any asset of the Borrower, including any shares it holds in another person (inparticular, any Acquired Target Shares);

(B) filing any petition or commence any action or proceeding seeking relief under or to take advantage of any applicable insolvency,bankruptcy, liquidation, provisional supervision, reorganisation, protection of debtor or similar law;

(C) consenting to the filing of any petition or the commencement of any proceedings by a third party against the Borrower of the typecontemplated in paragraph (B) above;

(D) admitting in writing the Borrower’s inability to pay its debts as they fall due;

(E) dissolving or liquidating the Borrower in whole or in part, or entering into any demerger, consolidation or corporate reorganisation, orconvert the Borrower to another form of business entity;

(F) incurring Financial Indebtedness other than as permitted under the Finance Documents;

(G) issuing other debt obligations;

(H) creating or permitting any Security over any assets of the Borrower to exist or permitting the Borrower to give any guarantee orindemnity other than as permitted under the Finance Documents; and

(I) issuing or allotting any shares, or granting any option or right to subscribe for any shares in the Borrower.

(i) On or before to the date falling twenty (20) Business Days of the date of this Agreement, the Borrower shall provide evidence that the Lender Directorhas been appointed to its board of directors.

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(j) Within three (3) Months from the date of this Agreement, the Borrower shall provide confirmation given by the Target, in form and substance

satisfactory to the Lender, that Lender, any of its Affiliates or Related Fund is a financial institution as contemplated by section 4.1(b)(vi) of the TargetStockholder Agreement.

(k) Promptly upon execution of the Transaction Security Documents, the Borrower shall provide:

(i) evidence that the UCC financing statements relating to the Security Agreement (US) have been filed in the applicable jurisdictions; and

(ii) evidence that the registration of particulars of the Security Agreement (US) and the Debenture (UK) have been filed at Companies House in

England and Wales under section 859A of the Companies Act 2006 (together with the submission of all requisite supporting documents andthe payment of any associated fees or charges (if applicable)).

(l) The Borrower shall (and shall procure that each relevant Obligor will), at any time at the request of the Lender, at its own cost take whatever actions(including, executing any documents, obtaining any approval and completing any registration, filing or recording) that the Lender may reasonablyrequire in order to assure that all and any legal, regulatory and other compliance requirement applicable to the transactions contemplated under theFinance Documents are duly complied with, without prejudice to any Obligor’s other representations and warranties or covenants relating to itscompliance with laws and regulations in the Finance Documents.

20. Margin Position

20.1 Margin Call

(a) If, on any Scheduled Trading Day, the Lender determines that the LTV Ratio is greater than eighty per cent. (80%), the Borrower and/or OffshoreGuarantor shall promptly, and in any case no later than 5:00 p.m. on the second (2 nd ) Business Day immediately following the date of a Margin CallNotice from the Lender requiring it to do so, deposit or procure to be deposited into the Margin Cash Account such additional US dollar amounts incash (the “ Margin Cash ”) to ensure that the LTV Ratio, after being recalculated by taking into account the effect of the deposit of the Margin Cash(the date on which the deposit of the Margin Cash is completed being the “ Margin Top-Up Date ”, which shall be a Scheduled Trading Day), isequal to or less than seventy-five per cent. (75%) on the Margin Top-Up Date.

(b) Notwithstanding any other provision of this Agreement, a Margin Call Notice shall be deemed effectively delivered on any day if delivered priorto 11:59 p.m. on that day.

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(c) For the avoidance of doubt, there is no limit on the number of Margin Call Notice which the Lender may deliver.

20.2 Margin Cash Account

On the earlier of the day falling thirty (30) Business Days after the date of this Agreement and the day the Lender instructing the Borrower to do so inconnection with a Margin Call Notice:

(a) the Borrower shall have opened the Margin Cash Account, the operation of which shall require one authorised signatory appointed by the Lender; and

(b) the Borrower shall ensure the Margin Cash Account and the Margin Cash deposited therein (if any) are subject to the Transaction Security created byTransaction Security Document(s) in form and substance satisfactory to the Lender (in accordance with the terms of the Intercreditor Deed).

20.3 Adjustment Events

(a) Unless prohibited by applicable law, the Borrower must immediately notify the Lender if an Adjustment Event occurs, or if it becomes aware that anAdjustment Event is proposed.

(b) Subject to paragraph (c) below, if an Adjustment Event (other than any Merger Event) occurs, the Borrower shall, at its own expense, take whateveraction is required by the Lender (acting in good faith and in a commercially reasonable manner) by notice in writing to the Borrower or is otherwisenecessary (including, without limitation, execution of documents, registrations, notarisations, payment of all stamp duties, registration and notarialfees and provision of legal advice, including formal legal opinions, in the relevant jurisdictions), to:

(i) amend the terms of the Finance Documents to account for the economic effect of such Adjustment Event;

(ii) extend the security created by the Transaction Security Documents to all shares, securities, cash (and the debt represented thereby), other

distributions and rights resulting from an Adjustment Event, including any substitute, alternative or additional assets (each an “ AdditionalAsset ”) which are not, prior to such event, the subject of such security;

(iii) to the extent such security is not capable of being so extended, create new security over such Additional Assets in form and substancesatisfactory to the Lender; or

(iv) to the extent such new security is not created, provide to the Lender alternative security, in form and substance satisfactory to the Lender.

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(c) The Borrower may, within three (3) Business Days of receiving a notice from the Lender under paragraph (b) above, notify the Lender that it does not

consent to the action required by the Lender under paragraph (b) above. If the Borrower so notifies the Lender, the Loans and all other amountsoutstanding under the Finance Documents shall become immediately due and payable.

21. Events of Default

Each of the events or circumstances set out in the following sub-Clauses of this Clause 21 (other than Clause 21.17 ( Acceleration )) is an Event of Default.

21.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed tobe payable.

21.2 Other obligations

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 21.1 ( Non-payment ) above).

21.3 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf ofany Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made ordeemed to be made.

21.4 Cross default

(a) Any Financial Indebtedness of any Obligor or any other member of the Group in respect of:

(i) the Junior Liabilities;

(ii) the Fullgoal Notes; or

(iii) the Joyful Intercompany Advances,

is not paid or redeemed when due nor within any originally applicable grace period or a demand is made or an early redemption notice is given inrespect of any such Financial Indebtedness.

(b) In respect of any Financial Indebtedness other than those contemplated by paragraph (a) above:

(i) any such Financial Indebtedness of any Obligor or any other member of the Group is not paid or redeemed when due nor within any originallyapplicable grace period,

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(ii) any such Financial Indebtedness of any Obligor or any other member of the Group is declared to be or otherwise becomes due and payable or

redeemable prior to its specified maturity or redemption date as a result of an event of default, early redemption event or liquidation event(however described),

(iii) any commitment for any such Financial Indebtedness of any Obligor or any other member of the Group is cancelled or suspended by a creditorof any Obligor or any other member of the Group as a result of an event of default (however described); or

(iv) any creditor of any Obligor or any other member of the Group becomes entitled to declare any such Financial Indebtedness of any Obligor or

any other member of the Group due and payable or redeemable prior to its specified maturity or redemption date as a result of an event ofdefault (however described),

provided that, no Event of Default will occur under this Clause 21.4 if the aggregate amount of the Financial Indebtedness or commitment forFinancial Indebtedness falling within paragraphs (i) to (iv) above is less than US$1,000,000 (or its equivalent in any other currency or currencies).

21.5 Insolvency

(a) An Obligor or a member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making

payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors(excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Obligor or any member of the Group is less than its liabilities (taking into account contingent and prospectiveliabilities).

(c) A moratorium is declared in respect of any indebtedness of any Obligor or any member of the Group.

(d) The Individual Obligor:

(i) is, or is deemed for the purposes of any applicable law to be, unable to pay his debts as they fall due or insolvent;

(ii) admits his inability to pay his debts as they fall due;

(iii) suspends making payments on any of his debts or announces an intention to do so;

(iv) commits an act of bankruptcy; or

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(v) by reason of actual or anticipated financial difficulties, begins negotiations with any creditor for the rescheduling or restructuring of any of hisindebtedness.

21.6 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or

reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any member of the Group other thana solvent liquidation or reorganisation of any member of the Group which is not an Obligor;

(ii) a composition or arrangement with any creditor of any Obligor or any member of the Group, or an assignment for the benefit of creditorsgenerally of an Obligor or any other member of the Group or a class of such creditors;

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver,

administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or anymember of the Group or any of its assets; or

(iv) enforcement of any Security over any assets of any Obligor or any other member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

(b) Any of the following occurs in respect of the Individual Obligor:

(i) the Individual Obligor enters into a composition, scheme, individual voluntary arrangement or other arrangement with any of its creditors orhas an interim order made in relation to it;

(ii) the Individual Obligor presents a petition, or files documents with a court or any registrar, for its bankruptcy;

(iii) a bankruptcy order is made against the Individual Obligor or the Individual Obligor is otherwise adjudicated bankrupt;

(iv) receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer is appointed in respect ofthe Individual Obligor or any of its assets; or

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(v) any step is taken (including, for the avoidance of doubt, presentation of a petition or filing of documents with a court or any registrar by any

person for the Individual Obligor’s bankruptcy) which could result in any of the events referred to in the preceding sub-paragraphs or astatutory demand is served on the Individual Obligor with respect to any of the matters referred to in the preceding sub-paragraphs,

or any analogous procedure or step is taken in any jurisdiction.

21.7 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor or any member of the Group.

21.8 Unlawfulness

(a) It is or becomes unlawful for any Obligor or any member of the Group to perform any of its obligations under the Transaction Documents or anyTransaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective.

(b) Any obligation or obligations of any Obligor or any member of the Group under any Transaction Documents are not or cease to be legal, valid,

binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lender under the TransactionDocuments.

(c) Any Transaction Document ceases to be in full force and effect or any Transaction Security ceases to be legal, valid, binding, enforceable or effectiveor is alleged by a party to it (other than the Lender) to be ineffective.

21.9 Repudiation and rescission of agreements

Any Obligor or any member of the Group (or any other relevant party other than the Lender) rescinds or purports to rescind or repudiates or purports torepudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or anyTransaction Security.


A termination event (howsoever defined) or default (howsoever defined) occurs under any of the Acquisition Documents.

21.11 PRC Moratorium on External Indebtedness

The government of the PRC, the People’s Bank of China (or any of its successors) or any Governmental Agency of the PRC declares a moratorium, standstillor similar suspension of payments in respect of its PRC External Indebtedness or the PRC External Indebtedness of any person incorporated, domiciled,resident or situated in the PRC. For such purposes, “ PRC External Indebtedness ” means any Financial Indebtedness which is denominated or payable byits terms, or at the option of the creditor in respect of such Financial Indebtedness, in a currency other than RMB.

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21.12 Foreign Exchange Control

Any foreign exchange control is imposed by any Governmental Agency in any jurisdiction (including SAFE) which, in the opinion of the Lender (actingreasonably), has the effect of prohibiting, preventing or materially delaying the remittance of any amount due to the Lender under the Finance Documents.

21.13 Cessation of business

Any Obligor suspends or ceases to carry on all or a material part of its business or of the business of the Group taken as a whole.

21.14 Litigation

Any litigation, arbitration, administrative, criminal, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatenedin relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Obligor or any other member of theGroup or its assets which have or is reasonably likely to have a Material Adverse Effect.

21.15 Material adverse change

Any event or circumstance occurs which, in the opinion of the Lender, has or is reasonably likely to have a Material Adverse Effect.

21.16 Change of management

The Individual Obligor ceases to be employed by the Onshore Parent Guarantor or to devote his time and attention to the business, trade and offices of theGroup.

21.17 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Borrower:

(a) without prejudice to the Loan then outstanding:

(i) cancel the Commitment (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or

(ii) cancel any part of any Commitment (and reduce such Commitment accordingly), whereupon the relevant part shall immediately be cancelled(and the relevant Commitment shall be immediately reduced accordingly); and/or

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(b) declare that all or part of the Loan, together with the accrued interest, the applicable Make-Whole Amount or Specified Default Make-Whole Amount,

and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall becomeimmediately due and payable;

(c) declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Lender; and/or

(d) exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

SECTION 9

CHANGES TO PARTIES 22. Changes to the Parties

22.1 Assignments and transfers by the Lender

Subject to this Clause 22, the Lender (the “ Existing Lender ”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to any person (the “ New Lender ”).

22.2 Conditions of assignment or transfer

(a) The consent of the Borrower is required for an assignment or transfer in accordance with Clause 22.1 ( Assignments and transfers by the Lender ),unless the assignment or transfer is:

(i) to an Affiliate or a Related Fund of the Existing Lender; or

(ii) made at a time when an Event of Default is continuing.

For the avoidance of doubt the Lender may without the consent of the Borrower (A) grant by way of sub-participation an interest and (B) enter intocredit derivative (including a credit default swap or credit linked note) or total return swap, in each case, in any of its rights under the FinanceDocuments.

(b) The consent of the Borrower to an assignment or a transfer referred to in paragraph (a) above must not be unreasonably withheld or delayed. The

Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expresslyrefused by the Borrower within that time.

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(c) A transfer will be effective only if the procedure set out in Clause 22.4 ( Procedure for transfer ) is complied with.

22.3 Limitation of responsibility of Existing Lender

(a) Unless expressly agreed to the contrary, the Existing Lender makes no representation or warranty and assumes no responsibility to the New Lenderfor:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) The New Lender confirms to the Existing Lender and the Secured Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor

and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to itby the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is ormay be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges the Existing Lender to:

(i) accept a re-transfer or re-assignment from the New Lender of any of the rights and obligations assigned or transferred under this Clause 22; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations underthe Finance Documents or otherwise.

22.4 Procedure for transfer

(a) Subject to the conditions set out in Clause 22.2 ( Conditions of assignment or transfer ) a transfer is effected in accordance with paragraph (b) belowwhen the Borrower executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.

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(b) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the FinanceDocuments and in respect of the Transaction Security (subject to the terms of the Intercreditor Deed) each of the Obligors and the ExistingLender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security(subject to the terms of the Intercreditor Deed) and their respective rights against one another shall be cancelled (being the “ DischargedRights and Obligations ”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ

from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in placeof that Obligor and the Existing Lender; and

(iii) the New Lender shall become a Party as a “Lender”.

(c) The procedure set out in this Clause 22.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and tothe extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation orprohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or eachcondition of any applicable restriction shall have been satisfied.

22.5 Copy of Transfer Certificate to Borrower

The Existing Lender shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that TransferCertificate.

22.6 Existing consents and waivers

The New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any FinanceDocument prior to the coming into effect of the relevant assignment or transfer to such New Lender.

22.7 Assignments and transfers by Obligors

An Obligor may not assign or transfer any of its rights or obligations under any Finance Document, except with the prior written consent of the Lender.

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22.8 Security over Lender’s rights

In addition to the other rights provided to the Lender under this Clause 22, the Lender may without consulting with or obtaining consent from any Obligor, atany time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any FinanceDocument to secure obligations of the Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) if the Lender is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed,or securities issued, by the Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment orSecurity for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, thoserequired to be made or granted to the Lender under the Finance Documents.

23. Disclosure of information

The Lender, its officers and agents may disclose to:

(a) its head office, any branch or representative office in any jurisdiction, any of its Affiliates, investors, potential investors, limited partners or RelatedFunds (together with the Lender, the “ Permitted Parties ”);

(b) any of the Permitted Parties’ professional advisers and other persons providing services to any Permitted Party;

(c) any actual or potential investor, assignee, novatee, transferee, participant or sub- participant in relation to the Lender’s rights and/or obligations underany Finance Document (or any agent or adviser of any of the foregoing);

(d) any valuation consultant, limited partner or shareholder, rating agency, insurer or insurance broker of, or direct or indirect provider of credit protectionto any Permitted Party;

(e) any court or tribunal or regulatory, supervisory, governmental or quasi-governmental authority with jurisdiction over the Permitted Parties;

(f) any Obligor;

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(g) any person permitted by any Obligor; and

(h) any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any Confidential Information as the Lender shall consider appropriate, provided that if such Confidential Information is disclosed to a person referred to inparagraph (c) above, such person (if not a person to whom information is otherwise permitted to be disclosed under any other sub-paragraph above) to whomsuch information is to be disclosed is informed of its confidential nature and has entered into a Confidentiality Undertaking. This Clause supersedes anyprevious agreement relating to the confidentiality of such information.

SECTION 10

ADMINISTRATION 24. Payment mechanics

24.1 Payments to the Lender

(a) On each date on which an Obligor is required to make a payment under a Finance Document, that Obligor shall make the same available for value on

the due date at the time and in such funds as being customary at the time for settlement of transactions in the relevant currency in the place ofpayment.

(b) Payment shall be made to such account in the principal financial centre of that country of that currency with such bank as the Lender specifies.

24.2 Distributions to an Obligor

The Lender may (with the consent of the Obligor or in accordance with Clause 25 ( Set-off )) apply any amount received by it for that Obligor in or towardspayment (in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amountof any currency to be so applied.

24.3 Partial payments

(a) If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents,

the Lender shall, subject to the terms of the Intercreditor Deed, apply that payment towards the obligations of that Obligor under the FinanceDocuments in the following order:

(i) firstly , in or towards payment pro rata of any unpaid fees, costs and expenses of, and other amounts owing to, the Lender or any Receiver orany Delegate under the Finance Documents;

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(ii) secondly , in or towards payment pro rata of any accrued interest, (if applicable) any Make-Whole Amount or Specified Default Make-WholeAmount and any other fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;

(iii) thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Lender may vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

24.4 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

24.5 Business Days

(a) Any payment which is due to be made on a day (other than the Final Repayment Date) that is not a Business Day shall be made on the next Business

Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). If the Final Repayment Date is not a Business Day,any payment which is due to be made on such date shall be made on the preceding Business Day.

(b) During any extension of the due date for payment of any principal or Unpaid Sum under paragraph (a) above, interest is payable on the principal orUnpaid Sum at the rate payable on the original due date.

24.6 Currency of account

(a) Subject to paragraphs (b) and (c) below, US dollars is the currency of account and payment for any sum due from an Obligor under any FinanceDocument.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than US dollar shall be paid in that other currency.

25. Set-off

The Lender may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by the Lender) againstany matured obligation owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If theobligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose ofthe set-off.

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26. Notices

26.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made byfax or letter.

26.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for anycommunication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower:

Name: Sun Wise (UK) Co., Ltd

Address:

Unit 1904, 19/F., Podium Plaza5 Hanoi RoadTsim Sha Tsui, KowloonHong Kong

Fax number: +852 3184 0111 Attention: Zhou Rui

(b) in the case of the Offshore Guarantor:

Name: Sun Wise Oriented (HK) Co., Limited

Address: Unit 1904, 19/F., Podium Plaza5 Hanoi RoadTsim Sha Tsui, KowloonHong Kong

Fax number: +852 3184 0111 Email: [email protected] Attention: Florence Li

(c) in the case of the Lender:

Name: PA Eminent Opportunity VI Limited

Address:

Commence Chambers, P.O. Box 2208Road Town, TortolaBritish Virgin Islands

Fax number: +1 284 494 2889 Email: [email protected] Attention: Jon Robert Lewis

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With a copy to:

15/F, AIA Central,1 Connaught Road Central,Hong KongFax number: + 852 2918 0881Attention: Jon Robert Lewis

or any substitute address, fax number or department or officer as the Party may notify to the Lender (or the Lender may notify to the other Parties, if achange is made by the Lender) by not less than five (5) Business Days’ notice.

26.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i) if by way of fax, only when received in legible form; or

(ii) if by way of letter, only when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaidin an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 26.2 ( Addresses ), if addressed to thatdepartment or officer.

(b) Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it

is expressly marked for the attention of the department or officer identified with the Lender’s signature below (or any substitute department or officeras the Lender shall specify for this purpose).

(c) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered toeach other Obligor.

(d) Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5:00 p.m. in the place of receipt shallbe deemed only to become effective on the following day.

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26.4 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other

electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form ofcommunication and if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt ofinformation by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days’notice.

(b) Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of anyelectronic communication made by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.

(c) Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5:00 p.m. in the place of receipt shall bedeemed only to become effective on the following day.

26.5 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation willprevail unless the document is a constitutional, statutory or other official document.

27. Calculations and certificates

27.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by theLender are prima facie evidence of the matters to which they relate.

27.2 Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidenceof the matters to which it relates.

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27.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of dayselapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

28. Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of anyother jurisdiction will in any way be affected or impaired.

29. Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver ofany such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part ofthe Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or theexercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remediesprovided by law.

30. Amendments and waivers

Any term of the Finance Documents may be amended or waived only with the consent of the Lender and the Borrower and any such amendment or waiverwill be binding on all Parties.

31. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a singlecopy of the Finance Document.

SECTION 11

GOVERNING LAW AND ENFORCEMENT 32. Governing law

This Agreement is governed by the laws of Hong Kong.

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33. Enforcement

33.1 Jurisdiction of Hong Kong courts

(a) The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any disputeregarding the existence, validity or termination of this Agreement) (a “ Dispute ”).

(b) The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argueto the contrary.

(c) This Clause 33.1 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute inany other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

33.2 Service of Process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Hong Kong):

(i) irrevocably appoints Sun Wise Oriented (HK) Co., Limited at Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon as itsagent for service of process in relation to any proceedings before the Hong Kong courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) Each Obligor expressly agrees and consents to the provisions of this Clause 33.2.

33.3 Waiver of immunities

Each Offshore Obligor irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of theiruse or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

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(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of anyjurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

This Agreement has been entered into on the date stated at the beginning of this Agreement. Executed and delivered by the Offshore Guarantor as a deedand executed by the Borrower, the Lender under hand on the day and year first above written.

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Schedule 1Conditions Precedent

1. The Obligors

(a) The Borrower and Offshore Guarantor

(i) A copy of the constitutional documents of each of the Borrower and the Offshore Guarantor.

(ii) A copy of each of the register of members, register of directors and register of charges (if any) of each of the Borrower and the OffshoreGuarantor and with respect to the Borrower only, the PSC Register.

(iii) A copy of a resolution of the board of directors of, or where relevant, an extract of the minutes of a meeting of the board of directors of each ofthe Borrower and the Offshore Guarantor:

(A) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it executethe Finance Documents to which it is a party;

(B) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, theUtilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(iv) A specimen of the signature of each person authorised by the resolution referred to in paragraph (iii) above.

(v) A certificate from each of the Borrower and the Offshore Guarantor (signed by a director) confirming that borrowing, guaranteeing orsecuring, as appropriate, the Commitment would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded.

(vi) A certificate of an authorised signatory of each of the Borrower and the Offshore Guarantor certifying that each copy document relating to itspecified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(b) The Onshore Parent Guarantor

(i) A copy of the constitutional documents of the Onshore Parent Guarantor, including without limitation:

(A) the articles of association and all amendments thereto; and

(B) the up-to-date business license.

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(ii) A copy of a resolution of the sole shareholder of the Onshore Parent Guarantor:

(A) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it executethe Finance Documents to which it is a party;

(B) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/ordespatched by it under or in connection with the Finance Documents to which it is a party.

(iii) A specimen of the signature of each person authorised by the resolution referred to in paragraph (ii) above.

(iv) A certificate from the Onshore Parent Guarantor (signed by a director) confirming that guaranteeing the Commitment would not cause anysecuring or similar limit binding on it to be exceeded.

(v) A certificate of an authorised signatory of the Onshore Parent Guarantor certifying that each copy document relating to it specified in thisSchedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(c) The Individual Obligor

A copy of the identification document of the Individual Obligor.

2. Legal opinions

(a) Legal opinions in relation to the law of England and Wales from White & Case addressed to the Lender, substantially in the form distributed to theLender prior to the signing of this Agreement.

(b) Legal opinions in relation to the law of Hong Kong from White & Case addressed to the Lender, substantially in the form distributed to the Lenderprior to the signing of this Agreement.

(c) Legal opinions in relation to the law of the State of New York from White & Case addressed to the Lender, substantially in the form distributed to theLender prior to the signing of this Agreement.

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(d) Legal opinions in relation to the law of the PRC from Global Law Office addressed to the Lender, substantially in the form distributed to the Lenderprior to the signing of this Agreement.

3. Finance Document and Transaction Security

(a) A copy of the following Finance Documents each duly entered into by the parties to it:

(i) this Agreement;

(ii) the Onshore Parent Guarantee Agreement;

(iii) the Individual Guarantee Agreement;

(iv) the Debenture (HK);

(v) the Debenture (UK);

(vi) the Security Agreement (US);

(vii) the Custody and Control Agreement, or evidence satisfactory to the Lender that the Borrower can comply with its obligations underparagraph (d) of Clause 19.31 ( Conditions Subsequent ); and

(viii) the Intercreditor Deed.

(b) An original or, as the case may be, a copy of each notice and other document then required to be executed and sent or delivered and eachacknowledgement or consent required to be obtained by any Obligor under each Transaction Security Document to which it is a party.

(c) Evidence that the Transaction Security created under each Transaction Security Document has been or will be duly established and perfected and that

each deed, letter, document of title, certificate or other document required to be delivered thereunder has been or will be delivered in accordance withthe terms of such Transaction Security Document (other than any such document contemplated by Clause 19.31 ( Conditions Subsequent )).

4. Acquisition

(a) An executed copy of each Junior Investment Document substantially in the form of the last draft previously delivered to and approved by the Lender,

with such amendments or modifications as do not materially and adversely affect the interests of the Lender or which have been made with the consentof the Lender.

(b) An executed copy of each Fullgoal Notes Documents.

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(c) A certificate from the Borrower (signed by a director) in form and substance satisfactory to the Lender confirming that (i) all the conditions precedentto Completion (as defined in the Junior Investment Agreement) provided in clause 4.1 ( Conditions Precedent ) of the Junior Investment Agreementhave been satisfied and (ii) substantially simultaneously with the funding of the Loan on the proposed Utilisation Date, the Junior Investor hassubscribed for or will subscribe for the Junior Preferred Shares with a value of no less than US$100,000,000 and the proceeds of such subscription hasbeen or will be funded into the Closing Account (or such other account as the Lender may agree).

(d) An executed copy of each Acquisition Document.

(e) Evidence that the Closing Account has been opened and one of the authorised signatories in respect of the operation of such account has beenappointed by the Lender

(f) [Reserved.]

(g) A certificate from the Borrower (signed by director) in form and substance satisfactory to the Lender confirming that:

(i) all the conditions precedent required for Closing under article IV ( Conditions to the Closing ) of the SPA have been satisfied or will besatisfied by the Closing Date or otherwise waived in accordance with the terms of the Acquisition Documents (except that no waiver shallhave been made by the Borrower without the consent of the Lender), except for payment of any amounts to be funded by the Loan and thesubscription of the Junior Preferred Shares (or will be satisfied concurrently with the Utilisation);

(ii) there has been no breach under the Acquisition Documents, provided that any such breach that would give rise to the events contemplated in

paragraph (c) or (d) of section 7.01 ( Termination ) of the SPA shall be considered to materially and adversely affect the interest of the Lenderunder the Finance Documents;

(iii) the Acquisition Documents remains in full force and effect and has not been amended, varied, waived, rescinded or repudiated by any party toit; and

(iv) the Closing will occur substantially simultaneously with the Utilisation.

(h) Evidence that:

(i) the Acquisition has been approved by the board of directors of the Borrower and approved by Target or announced by the Target through theExchange; and

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(ii) all other internal and external Authorisations required for the Closing to occur have been obtained (to the extend not covered by paragraph (g)(i) of this Clause 4).

5. Other documents and evidence

(a) A signed copy of an acknowledgement of the spouse of the Individual Obligor in relation to the guarantee granted by the Individual Obligor pursuantto the Individual Guarantee Agreement.

(b) The Original Financial Statements.

(c) Completion of due diligence to the satisfaction of the Lender, including the Target, and including receipt of any final due diligence reports each inform and substance satisfactory to the Lender and capable of being relied upon by the Lender.

(d) Confirmation of approval of the transactions contemplated by this Agreement granted by the investment committee of the Lender.

(e) Evidence that any process agent referred to in Clause 33.2 ( Service of Process ) has accepted its appointment.

(f) Evidence that:

(i) the fees, costs and expenses then due from the Borrower to White & Case and Global Law Office have been have been paid or will be paid by

the Utilisation Date, provided that, if such fees, costs and expenses will be paid on the Utilisation Date, payment shall be made by deductingthe amount of such fees, costs and expenses from the proceeds of the Utilisation; and

(ii) the Borrower has entered into an engagement letter with White & Case in relation to, amongst others, the payment of fees contemplated byparagraph (f)(i) above, in form and substance satisfactory to the Lender.

(g) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 15 ( Costs and expenses ) (to the extent not covered by

paragraph (f) above) have been paid or will be paid by the Utilisation Date, provided that, if such fees, costs and expenses will be paid on theUtilsiation Date, payment shall be made by deducting the amount of such fees, costs and expenses from the proceeds of the Utilisation.

(h) Evidence that the Offshore Guarantor has share capital in the amount of at least HK$1,000,000 (or its equivalent in any other currency or currencies).

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(i) In the opinion of the Lender (acting reasonably), no material adverse change in the business, operations, property, condition (financial or otherwise) orprospects of any Obligor, the Group taken as a whole or the Target has occurred.

(j) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified

the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for thevalidity and enforceability of any Finance Document.

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Schedule 2Utilisation Request

From: Sun Wise (UK) Co., Ltd as Borrower

To: PA Eminent Opportunity VI Limited as Lender

Dated:

Dear Sirs

Sun Wise (UK) Co., Ltd - US$150,000,000 term loan facility agreement dated 2017 (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this UtilisationRequest.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)

Amount: [ ] or, if less, the Available Commitment

3. We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) of the Facility Agreement is satisfied on the date of this UtilisationRequest.

4. The proceeds of this Loan should be credited to the [ insert account details ].

5. We agree that the Lender shall deduct from the proceeds of the Loan an amount of US$650,000 (being the fees, costs and expenses due from us to White &Case and Global Law Office as provided in paragraph (f)(i) of clause 5 ( Other documents and evidence ) of Schedule 1 ( Conditions Precedent ) of theFacility Agreement).

6. This Utilisation Request is irrevocable. Yours faithfully

Authorised signatory forSun Wise (UK) Co., Ltd as Borrower

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Schedule 3Form of Transfer Certificate

Dated:


1. We refer to Clause 22.4 ( Procedure for transfer ) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement shall havethe same meaning in this Transfer Certificate.

2. The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 22.4 (Procedure for transfer ), all of the Existing Lender’s rights and obligations under the Facility Agreement and the other Finance Documents which relate tothe Existing Lender’s Commitment and the Loan under the Facility Agreement as specified in the Schedule.

3. The proposed Transfer Date is [ ].

4. The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 26.2 ( Addresses ) are set outin the Schedule.

5. The New Lender expressly acknowledges:

(a) the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 22.3 ( Limitation of responsibility of Existing Lender );and

(b) that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied

to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of eachFinance Document.

6. The New Lender confirms that it is a “New Lender” within the meaning of Clause 22.1 ( Assignments and transfers by the Lender ).

7. The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor.

8. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a singlecopy of this Transfer Certificate.

9. This Transfer Certificate is governed by the laws of Hong Kong.

10. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security inall jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect atransfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documentsand completion of those formalities.

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THE SCHEDULE

Commitment/rights and obligations to be transferred, and other particulars

Commitment transferred

Drawn Loan(s) amount(s): [ ]

Commitment amount: [ ]

Administration particulars:

New Lender’s receiving account: [ ]

Address: [ ]

Telephone: [ ]

Facsimile: [ ]

Attn/Ref: [ ]

[ the Existing Lender ] [ the New Lender ]

By: By:

This Transfer Certificate is executed by the Lender and the Transfer Date is confirmed as [ ].

[ the Lender ]

By:

Note: It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied,

to effect or perfect the transfer contemplated in this Transfer Certificate or to give the New Lender full enjoyment of all the Finance Documents.

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Schedule 4Form of Margin Call Notice

From: Sun Wise (UK) Co., Ltd as Borrower

To: PA Eminent Opportunity VI Limited as Lender Dated:


[ Insert number ] margin call

Dear Sir

1. We refer to Clause 20.1 ( Margin Call ) of the Facility Agreement. This is a Margin Call Notice. Terms used in the Facility Agreement shall have the samemeaning in this Margin Call Notice.

2. We hereby notify you that the LTV Ratio as at [ insert date of calculation of LTV Ratio ] is [ ]%.

3. Please deposit or procure to be deposited into the Margin Cash Account such additional US dollar amounts in cash (i.e. US$[ insert amount ]), by no laterthan 5:00 p.m. on [the second (2 nd ) Business Day] immediately following the date of this Margin Call Notice (i.e. no later than [ insert date ]), to ensurethat the LTV Ratio, after being recalculated by taking into account the additional Security granted pursuant to this paragraph 3 is equal to or less thanseventy-five per cent. (75%).

4. A failure to comply with this Margin Call Notice and Clause 20.1 (Margin Call) is an Event of Default.

5. This Margin Call Notice is governed by Hong Kong law.

Yours faithfully

PA Eminent Opportunity VI Limited as Lender

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SIGNATURE PAGE THE BORROWER


By: /s/ Yongli Wang Director

Project Sealion–Facility Agreement

(Signature Pages)

THE OFFSHORE GUARANTOR

Executed and delivered as a Deed on behalf of


By: /s/ Yu Ting Director

Project Sealion–Facility Agreement

(Signature Pages)

THE LENDER

PA EMINENT OPPORTUNITY VI LIMITED

/s/ Jon Robert LewisName: Jon Robert LewisAuthorised Signatory

Project Sealion–Facility Agreement(Signature Pages)

Exhibit 99.8

Table of Contents Page 1. SECURITY FOR OBLIGATIONS 1 2. DEFINITIONS 2 3. PLEDGE OF COLLATERAL 5 4. APPOINTMENT OF SECURITIES INTERMEDIARY 8 5. VOTING, ETC., WHILE NO EVENT OF DEFAULT 8 6. DIVIDENDS AND OTHER DISTRIBUTIONS 8 7. REGISTRATION RIGHTS AGREEMENT 9 8. REMEDIES IN CASE OF AN EVENT OF DEFAULT 9 9. REMEDIES, CUMULATIVE, ETC 11 10. APPLICATION OF PROCEEDS 11 11. PURCHASERS OF COLLATERAL 11 12. INDEMNITY 11 13. FURTHER ASSURANCES; POWER-OF-ATTORNEY 12 14. TRANSFER BY THE PLEDGOR 12 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR 12 16.

LEGAL NAME; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OFORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBER; CHANGES THERETO; ETC 14

17. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC 15 18. SALE OF COLLATERAL WITHOUT REGISTRATION 15 19. TERMINATION; RELEASE 16 20. NOTICES, ETC 17 21. WAIVER; AMENDMENT 18 22. SUCCESSORS AND ASSIGNS 19 23. HEADINGS DESCRIPTIVE 19 24. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL 19 25. PLEDGOR’S DUTIES 20 26. COUNTERPARTS 20 27. SEVERABILITY 20

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Table of Contents(continued)

Page 28. NO RECOURSE 20 29. CONFLICT 20 ANNEX A

-

SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION),JURISDICTION OF ORGANIZATION, LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERS AND FEDERALEMPLOYER IDENTIFICATION NUMBERS

ANNEX B - SCHEDULE OF STOCKANNEX C - SCHEDULE OF COLLATERAL ACCOUNTSANNEX D - FORM OF TARGET NOTICE

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Execution Version

SECURITY AGREEMENT

AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of 8 May 2017, between SunWise (UK) Co., Ltd as pledgor (the “ Pledgor ”) and Lord Central Opportunity V Limited as pledgee (the “ Pledgee ”).

W I T N E S S E T H :

WHEREAS, Sun Wise (HK) Co., Ltd as borrower (the “ Borrower ”), the Pledgor as offshore guarantor and PA Eminent Opportunity VI Limited aslender (the “ Senior Lender ”) have entered into a US$150,000,000 Facility Agreement, dated as of 8 May 2017 (as amended, modified, restated and/orsupplemented from time to time, the “ Senior Facility Agreement ”), providing for the making of a term loan facility of US$150,000,000 (the “ Senior Loan ”) tothe Borrower;

WHEREAS, the Pledgor as issuer, China Huarong International Holdings Limited as investor (the “ Junior Investor ”), the Borrower and Mr. WangYonghong (“ Mr. Wang ”) have entered into an investment agreement dated as of 8 May 2017 (together with the terms of the Preferred Shares (as defined below)set out in the memorandum and articles of the Pledgor, as they may be amended, modified, restated and/or supplemented from time to time, herein referred to as the“ Junior Investment Agreement ”, and collectively with the Senior Facility Agreement, the “ Investment Agreements ”) providing for the subscription by the JuniorInvestor of redeemable preferred shares issued by the Pledgor for a subscription price of US$100,000,000 (the “ Junior Investment ”, and together with the SeniorLoan, the “ Investments ”) to the Pledgor (the “ Preferred Shares ”);

WHEREAS, the Borrower, the Senior Lender, the Pledgor, the Pledgee and the Junior Investor have, among other parties, entered into an intercreditoragreement dated as of 8 May 2017 (as amended, modified, restated and/or supplemented from time to time, the “ Intercreditor Agreement ”), pursuant to which thePledgee has been appointed as Security Agent (as defined in the Intercreditor Agreement) to hold the Collateral (as defined herein) for and on behalf of the SeniorLender and the Junior Investor pursuant to the terms set out in the Intercreditor Agreement;

WHEREAS, it is a condition precedent to the making of the (i) Senior Loan to the Borrower under the Senior Facility Agreement and (ii) the JuniorInvestment by the Junior Investor pursuant to Junior Investment Agreement that the Pledgor shall have executed and delivered to the Pledgee this Agreement;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Pledgor, the receipt and sufficiency of which are herebyacknowledged, the Pledgor hereby agrees with the Pledgee as follows:

1. SECURITY FOR OBLIGATIONS. This Agreement is made by the Pledgor for the benefit of the Pledgee to secure:

(i) the full and prompt payment when due (whether at stated maturity, by acceleration or early redemption or otherwise) of all present and futureobligations, liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) and indebtedness (including,without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding orother action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respectivedocumentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of the Borrower and/or thePledgor and/or any other party to the Investment Agreements owing to the Pledgee, whether now existing or hereafter incurred under, arising out of, or inconnection with, each Secured Debt Agreement (as hereinafter defined) to which the Borrower and/or the Pledgor and/or any other party to the InvestmentAgreements is a party;

(ii) the performance by the Borrower and/or the Pledgor and/or any other party to the Investment Agreements of all present and future obligationsunder or pursuant to the Investment Agreements owing to the Senior Lender and/or the Junior Investor, including without limitation, in the case of the JuniorInvestor, the performance by the Pledgor of its redemption obligation pursuant to the terms of the Preferred Shares and the performance by Mr. Wang of hisobligation upon the exercise of the Put Option (as defined in the Junior Investment Agreement) by the Junior Investor;

(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in theCollateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Borrower and/or the Pledgorreferred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing forsale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together withreasonable attorneys’ fees and court costs; and

(v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 12 of this Agreement,

all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on thedate of this Agreement or extended from time to time after the date of this Agreement.

2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Senior Facility Agreement and/or theJunior Investment Agreement (as applicable) shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa.

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(b) The following capitalized terms used herein shall have the definitions specified below:

“ Account ” shall have the meaning given such term in Section 9-102(a)(2) of the UCC.

“ Adverse Claim ” shall have the meaning given such term in Section 8-102(a)(1) of the UCC.

“ Agreement ” shall have the meaning set forth in the first paragraph hereof.

“ Borrower ” shall have the meaning set forth in the recitals hereto.

“ Certificated Security ” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.

“ Clearing Corporation ” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.

“ Collateral ” shall have the meaning set forth in Section 3.1 hereof.

“ Collateral Accounts ” shall mean any and all accounts (including any Deposit Account) established and maintained in the name of the Pledgor anddesignated in writing as such by the Pledgee from time to time, and shall include, without limitation, the Designated Securities Account.

“ Control ” share have the meaning given such term in Section 8-106 of the UCC.

“ Deposit Account ” shall have the meaning given such term in Section 9-102(a)(2) of the UCC.

“ Event of Default ” shall mean any Event of Default or Redemption Event under, and as defined in, the Investment Agreements and shall in any eventinclude, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.

“ Financial Asset ” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.

“ General Intangible ” shall have the meaning given such term in Section 9-102(a)(42) of the UCC.

“ Indemnitees ” shall have the meaning set forth in Section 12 hereof.

“ Instrument ” shall have the meaning given such term in Section 9-102(a)(47) of the UCC.

“ Investment Agreements ” shall have the meaning set forth in the recitals hereto.

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“ Investment Property ” shall have the meaning given such term in Section 9-102(a)(49) of the UCC.

“ Lender ” shall have the meaning set forth in the recitals hereto.

“ Location ” of the Pledgor has the meaning given such term in Section 9-307 of the UCC.

“ Mr. Wang ” shall have the meaning set forth in the recitals hereto.

“ Obligations ” shall have the meaning set forth in Section 1 hereof.

“ Pledgee ” shall have the meaning set forth in the first paragraph hereof.

“ Pledgor ” shall have the meaning set forth in the first paragraph hereof.

“ Preferred Shares ” shall have the meaning set forth in the recitals hereto.

“ Proceeds ” shall have the meaning given such term in Section 9-102(a)(64) of the UCC.

“ Registration Rights Agreement ” shall mean the Registration Rights Agreement dated as of 24 March 2017 (as amended, modified, restated and/orsupplemented from time to time) between the Pledgor and the Target pursuant to which the Issuer has granted to the Pledgor certain registration rights with respectto the Stock.

“ Registered Organization ” shall have the meaning given such term in Section 9-102(a)(70) of the UCC.

“ RRA Rights ” shall mean all of the Pledgor’s interests in the Registration Rights Agreement, including, without limitation, (i) the right to request a“Demand Registration” and/or a “PiggyBack Registration” (in each case as defined in the Registration Rights Agreement) (ii) any and all rights to receive andcompel performance under the Registration Rights Agreement and (iii) any and all other rights, interests and claims now existing or in the future arising inconnection with the Registration Rights Agreement.

“ Secured Debt Agreements ” shall mean and includes the “Finance Documents” as such term is defined in the Senior Facility Agreement and/or the“Investment Documents” as such term is defined in the Junior Investment Agreement (as applicable).

“ Securities Act ” shall mean the Securities Act of 1933, as amended, as in effect from time to time.

“ Securities Intermediary ” shall have the meaning given such term in Section 8-102(14) of the UCC.

“ Security ” and “ Securities ” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any event also include allStock.

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“ Security Entitlement ” shall have the meaning given such term in Section 8-102(a)(17) of the UCC.

“ Stock ” shall mean all the shares of capital stock of the Target acquired or to be acquired by the Pledgor pursuant to the terms of the SPA.

“ Supporting Obligation ” shall have the meaning given such term in Section 9-102(a)(78) of the UCC.

“ Termination Date ” shall have the meaning set forth in Section 19 hereof.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein tospecific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be, of the Uniform Commercial Code as in effect in theState of New York on the date hereof.

“ Uncertificated Security ” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.

3. PLEDGE OF COLLATERAL

3.1 Pledge . To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge andcollaterally assign to the Pledgee, and does hereby create a continuing security interest in favor of the Pledgee in, all of its right, title and interest in and to thefollowing, whether now existing or hereafter from time to time acquired (collectively, and subject to Section 3.3 and Section 6 hereof, the “ Collateral ”):

(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by the Pledgor in any such Collateral Account,whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts,Instruments, Securities or interests therein of any type or nature deposited or required by the Investment Agreements to be deposited in such CollateralAccount from time to time, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to timerepresenting or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwisedistributed in respect of or in exchange for any or all of the foregoing:

(b) all Securities with respect to the Target owned or held by the Pledgor;

(c) all Security Entitlements owned by the Pledgor from time to time in any and all of the foregoing;

(d) all RRA Rights;

(e) all General Intangibles and Supporting Obligations relating to the RRA Rights; and

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(f) all Proceeds of any and all of the foregoing.

3.2 Procedures . (a) Without prejudice to Clause 19.31 ( Conditions Subsequent ) of the Senior Facility Agreements, to the extent that the Pledgor atany time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking ofany action by the Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgor shall (to the extent provided below) take thefollowing actions as set forth below (as promptly as practicable and, in any event, within ten (10) days after it obtains such Collateral) for the benefit of thePledgee:

(i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or SecuritiesIntermediary), the Pledgor shall physically deliver such Certificated Security to the Pledgee in New York, New York, with relevant stock powers endorsed inblank as soon as practicable after the Closing Date, but in any event, within ten (10) days after the date of this Agreement;

(ii) with respect to the Uncertificated Security credited on the books of a Securities Intermediary (including a Federal Reserve Bank,Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actionsrequired (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgeeunder applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgeedeems necessary to effect the foregoing;

(iii) for each Collateral Account, the Pledgor shall cause the bank or Securities Intermediary with which the Collateral Account is maintained toexecute and deliver to the Pledgee within thirty (30) days after (A) the date of this Agreement or, (B) if later, at the time of the establishment of therespective Collateral Account, a “control agreement” in form and substance satisfactory to the Pledgee (and which otherwise meets the requirements ofSection 8-106(c) or (d) (as applicable) of the UCC). If any bank or Securities Intermediary with which a Collateral Account is maintained refuses to, or doesnot, enter into such a “control agreement”, then the Pledgor shall promptly (and in any event within thirty (30) days after (A) the date of this Agreement or,(B) if later, thirty (30) days after the establishment of such Collateral Account) close the respective Collateral Account and transfer all Collateral therein toanother Collateral Account meeting the requirements of this paragraph. If any bank or Securities Intermediary with which a Collateral Account is maintainedrefuses to subordinate all its claims with respect to such Collateral Account to the Pledgee’s security interests therein on terms satisfactory to the Pledgee,then the Pledgee, at its option, may (x) require that such Collateral Account be terminated in accordance with the immediately preceding sentence or(y) agree to a “control agreement” without such subordination, provided that in such event the Pledgee may at any time, at its option, subsequently requirethat such Collateral Account be terminated (within thirty (30) days after notice from the Pledgee in accordance with the requirements of the immediatelypreceding sentence; and

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(iv) with respect to the Collateral relating to the RRA Rights, the Pledgor shall deliver a notice to the Target in substantially the form set out inAnnex D no later than the earlier of (A) the date on which a Form 13D filing is made with the Securities and Exchange Commission with respect to theAcquisition, and (B) the date falling thirty (30) days after the Closing Date, it being understood and agreed that the Pledgor shall not be required to, andPledgee shall not, deliver any such notice (or equivalent notice) to the Target prior to the Closing Date.

(b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, the Pledgor shall take the following additional actions with respectto the Collateral:

(i) with respect to all Collateral of the Pledgor whereby or with respect to which the Pledgee may obtain “Control” thereof within the meaningof Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of anyrelevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that“Control” of such Collateral is obtained and at all times held by the Pledgee; and

(ii) the Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code asin effect in the relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed inthe relevant filing offices so that at all times the Pledgee’s security interest in the Collateral which can be perfected by the filing of such financing statements(in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section9-312(a) of the UCC) is so perfected.

3.3 Subsequently Acquired Collateral . If the Pledgor shall acquire (by purchase, stock dividend, distribution or otherwise) any additional Collateral atany time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject tothe pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will thereafter take (or cause to be taken) all actions (aspromptly as practicable and, in any event, within ten (10) days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures setforth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee a certificate executed by an authorized officer of the Pledgor describing suchCollateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Parties) hereunder.

3.4 Transfer Taxes . The pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required inconnection with the pledge of such Collateral.

3.5 Certain Representations and Warranties Regarding the Collateral . The Pledgor represents and warrants that on the date hereof: (i) on the ClosingDate, the Stock held by the Pledgor consists of the number and type of shares of the stock of the Target as described in Annex B hereto; (ii) on the Closing Date,such Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the Target as is set forth in Annex Bhereto; (iii) the Pledgor will comply with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annex Bhereto by the date specified in Section 3.2(a); (iv) on the Closing Date, the Pledgor owns no other Securities or Stock with respect to the Target other than theCollateral; and (iv) on the Closing Date, Annex C hereto accurately sets forth, each Collateral Account maintained by the Pledgor (including a description thereofand the respective account number), the name of the respective bank with which such Collateral Account is maintained and the jurisdiction of the respective bankwith respect to such Collateral Account.

4. APPOINTMENT OF SECURITIES INTERMEDIARY. The Pledgee shall have the right to appoint a Securities Intermediary (if applicable) for thepurpose of retaining physical possession of the Collateral.

5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default under theInvestment Agreements, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by it, and to giveconsents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action takenor omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured DebtAgreement, or which could reasonably be expected to have the effect of impairing the security interest of the Pledgee in the Collateral, unless expressly permittedby the terms of any Secured Debt Agreements. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall, upon written notice fromthe Pledgee to the Pledgor in accordance with Section 8 hereof, cease in case an Event of Default has occurred and is continuing, and Section 8 hereof shall becomeapplicable.

6. DIVIDENDS AND OTHER DISTRIBUTIONS. The Pledgor shall procure that all cash dividends, cash distributions, cash Proceeds and other cashamounts payable in respect of the Collateral are deposited into the Designated Securities Account pursuant to Clause 19.17 ( Designated Securities Account ) of theSenior Facility Agreement. The Pledgor agrees that each of the following items shall constitute Collateral under this Agreement and it shall take such action asrequired under Sections 3.2 and 3.3 with respect to each such item as and when it receives the same:

(i) all other or additional stock, instruments or other securities or property paid or distributed by way of dividend or otherwise in respect of theCollateral;

(ii) all other or additional stock, instruments or other securities or property paid or distributed in respect of the Collateral by way of stock-split,spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(iii) all other or additional stock, instruments or other securities or property which may be paid in respect of the Collateral by reason of anyconsolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization,

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provided that any of the foregoing paid or distributed in cash shall be subject to the first sentence of this Section 6.

All dividends, distributions or other payments which are received by the Pledgor contrary to the provisions of this Section 6 or Section 8 hereof shall be received intrust for the benefit of the Pledgee, shall be segregated from other property or funds of the Pledgor and shall, upon the occurrence and during the continuance of anEvent of Default, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

7. REGISTRATION RIGHTS AGREEMENT

(a) The Pledgor shall not amend or waive any of its rights under the Registration Rights Agreement without the prior written consent of the Pledgee.The Pledgor will not take any action to impair the rights of the Pledgee in the Registration Rights Agreement.

(b) Anything herein to the contrary notwithstanding, the Pledgor shall remain liable under the Registration Rights Agreement to observe and performall of the conditions and obligations to be observed and performed by it thereunder for so long as it is a party thereto, all in accordance with and pursuant toits terms and provisions. Neither the Pledgee nor any other Secured Party shall have any obligation or liability under the Registration Rights Agreement byreason of or arising out of the security interest granted under this Agreement, nor shall the security interest granted under this Agreement in and of itselfresult in the Pledgee or any other Secured Party being obligated in any manner to perform any of the obligations of the Pledgor under or pursuant to theRegistration Rights Agreement, to make any payment, to make any inquiry as to the nature or the sufficiency of any performance by any party under theRegistration Rights Agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts whichmay have been assigned to them or to which they may be entitled at any time or times.

8. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every suchcase, the Pledgee shall be entitled to exercise all of the rights, powers and remedies of a secured party on default (whether vested in it by this Agreement or by law)for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a securedparty under the UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights:

(i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgor;

(ii) subject to five (5) days prior notice from the Pledgee to the Pledgor, to transfer all or any part of the Collateral into the Pledgee’s name or the nameof its nominee or nominees (or the Securities Intermediary’s nominee or nominees, if applicable);

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(iii) subject to five (5) days prior notice from the Pledgee to the Pledgor (unless the manner of the vote precludes otherwise, or the requirement toprovide such notice would reasonably be expected to have a Material Adverse Effect), to vote (and exercise all rights and powers in respect of voting) all orany part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateraland otherwise act with respect thereto as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Pledgeethe proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so);

(iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, atany public or private sale, without demand of performance, advertisement or, notice of intention to sell or of the time or place of sale or adjournment thereofor to redeem or otherwise purchase or dispose (all of which are hereby waived by the Pledgor), for cash, on credit or for other property, for immediate orfuture delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine,provided at least ten (10) days written notice of the time and place of any such sale shall be given to the Pledgor. The Pledgee shall not be obligated to makeany such sale of Collateral regardless of whether any such notice of sale has theretofore been given. The Pledgor hereby waives and releases to the fullestextent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, ofmarshalling the Collateral and any other security or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee may bidfor and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Pledgee shall not be liable for failure to collector realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever withregard thereto;

(v) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accountsestablished and maintained by the Pledgee in the name of the Pledgor to which the Collateral may be credited, and to apply such cash and other Collateral tothe payment of any and all Obligations;

(vi) exercise the RRA Rights; and

(vii) instruct all banks or security intermediaries which have entered into a control agreement with the Pledgee to transfer all monies, securities andinstruments held by such depositary bank or security intermediaries to the Designated Securities Account or such other account designated by the Pledgee.

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9. REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other SecuredDebt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right,power or remedy. The exercise or beginning of the exercise by the Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement orany other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise bythe Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee to exercise any such right, power or remedy shall operateas a waiver thereof. No notice to or demand on the Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances(unless such notice is otherwise required herein) or constitute a waiver of any of the rights of the Pledgee to any other or further action in any circumstanceswithout notice or demand.

10. APPLICATION OF PROCEEDS. All monies collected by the Pledgee upon any sale or other disposition of the Collateral pursuant to the terms ofthis Agreement, together with all other monies received by the Pledgee hereunder, shall be applied in the manner provided in the Invesment Agreements (subject tothe terms of the Intercreditor Agreement).

11. PURCHASERS OF COLLATERAL. (a) Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale hereingranted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the purchaser orpurchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over tothe Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.

(b) It is understood and agreed that the Pledgor shall not be liable for any deficiency between the amount of the proceeds of the Collateral pledged byit hereunder and the amount of the Obligations.

12. INDEMNITY. The Pledgor agrees (i) to indemnify, reimburse and hold harmless the Pledgee and its successors, assigns, employees, agents(including, but not limited to, any Securities Intermediary, safekeeping agent and/or custodial agent) and affiliates (individually an “ Indemnitee ”, and collectively,the “ Indemnitees ”) from and against any and all obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, withoutlimitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements,including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right orremedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses,judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by reasonof gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In noevent shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdictionin a final and non-appealable decision), for

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any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the termshereof. If and to the extent that the obligations of the Pledgor under this Section 12 are unenforceable for any reason, the Pledgor hereby agrees to make themaximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of the Pledgorcontained in this Section 12 shall continue in full force and effect.

13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) The Pledgor agrees that it will join with the Pledgee in, at the Pledgor’s own expense,filing and refiling under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable tothe Pledgee, in such offices as the Pledgee may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect andpreserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relativeto all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically as collateral) without the signature of thePledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments,agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure andconfirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

(b) The Pledgor hereby constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the place and steadof the Pledgor and in the name of the Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in thePledgee’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to become due to the Pledgor underor arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or instituteany proceedings and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, whichappointment as attorney is coupled with an interest.

14. TRANSFER BY THE PLEDGOR. Except as permitted pursuant to the Investment Agreements (subject to the terms of the IntercreditorAgreement), the Pledgor will not sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral orany interest therein.

15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents, warrants and covenants that:

(i) on and after the Closing Date, it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral and that it hassufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in eachcase, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens andsecurity interests created by this Agreement or permitted under the other Secured Debt Agreements);

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(ii) on and after the Closing Date, it has full power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement;

(iii) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of thePledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardlessof whether enforcement is sought in equity or at law);

(iv) except to the extent already obtained or made and except for the Registration Requirements, no consent of any other party (including, withoutlimitation, any stockholder, or creditor of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, orregistration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery orperformance of this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement against the Pledgor (except as set forth in clause(iii) above), (c) the perfection or enforceability of the Pledgee’s security interest in the Pledgor’s Collateral or (d) except for compliance with or as may berequired by applicable securities laws or the Registration Rights Agreement, the exercise by the Pledgee of any of its rights or remedies provided herein;

(v) neither the execution, delivery or performance by the Pledgor of this Agreement, nor compliance by it with the terms and provisions hereof andthereof nor the consummation of the transactions contemplated therein: (i) will contravene any provision of any applicable law, statute, rule or regulation, orany applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to the Pledgor;(ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, orresult in the creation or imposition of (or the obligation to create or impose) any lien upon any of the properties or assets of the Pledgor pursuant to the termsof any indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or other instrument to which thePledgor is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject; or (iii) will violate anyprovision of the certificate of incorporation, by-laws, (or equivalent organizational documents), as the case may be, of the Pledgor;

(vi) on and after the Closing Date, all the Pledgor’s Collateral (consisting of Securities) has been duly and validly issued, is fully paid andnon-assessable and is subject to no options to purchase or similar rights;

(vii) the pledge, collateral assignment and delivery to the Pledgee in New York of such Pledgor’s Collateral consisting of Certificated Securitiespursuant to this Agreement and the maintenance of such Certificated Securities by the Pledgee or its Safekeeping Agent in New York creates a valid andperfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior lien

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or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which wouldinclude the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled toall the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect security interests in respect ofsuch Collateral; and

(viii) “Control” has been obtained by the Pledgee over all of the Pledgor’s Collateral consisting of Securities or Collateral Accounts with respect towhich such “Control” may be obtained pursuant to Section 8-106 of the UCC, except to the extent that the obligation of the Pledgor to provide the Pledgeewith “Control” of such Collateral has not yet arisen under this Agreement.

(b) The Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Pledgor’s Collateral and theproceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledgeany other property at any time hereafter pledged to the Pledgee by the Pledgor as Collateral hereunder and will likewise defend the right thereto and securityinterest therein of the Pledgee.

(c) The Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement.

16. LEGAL NAME; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OFORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBER; CHANGES THERETO; ETC. The exact legal name of the Pledgor, thetype of organization of the Pledgor, whether or not the Pledgor is a Registered Organization, the jurisdiction of organization of the Pledgor, the Pledgor’s Location,the organizational identification number (if any) of the Pledgor, is listed on Annex A hereto. The Pledgor shall not change its legal name, its type of organization,its status as a Registered Organization (in the case of a Registered Organization), as the case may be, its jurisdiction of organization, its Location, its organizationalidentification number (if any) except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured DebtAgreements and so long as same do not involve (x) a Registered Organization ceasing to constitute same or (y) the Pledgor changing its jurisdiction of organizationor Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case may be, outside the United States or a State thereof) if(i) it shall have given to the Collateral Agent not less than fifteen (15) days’ prior written notice of each change to the information listed on Annex A (as adjustedfor any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Annex A which shall correct all informationcontained therein for the Pledgor, and (ii) in connection with the respective such change or changes, it shall have taken all action reasonably requested by theCollateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full forceand effect. In addition, to the extent that the Pledgor does not have an organizational identification number on the date hereof and later obtains one, the Pledgorshall promptly thereafter deliver a notification of the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactoryto the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fullyperfected and in full force and effect.

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17. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. The obligations of the Pledgor under this Agreement shall be absolute and unconditional andshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance oroccurrence whatsoever (other than termination of this Agreement pursuant to Section 19. hereof), including, without limitation:

(i) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from any Secured Debt Agreement (other than thisAgreement in accordance with its terms), or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;

(ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument including, withoutlimitation, this Agreement (other than a waiver, consent or extension with respect to this Agreement in accordance with its terms);

(iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee orits assignee;

(iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or inpart, of any such instrument or agreement or any term thereof; or

(v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgor orany subsidiary of the Pledgor (if any), or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding,whether or not the Pledgor shall have notice or knowledge of any of the foregoing.

18. SALE OF COLLATERAL WITHOUT REGISTRATION. (a) If an Event of Default shall have occurred and be continuing and the Pledgor shallhave received from the Pledgee a written request or requests that the Pledgor cause any registration, qualification or compliance under any federal or state securitieslaw or laws to be effected with respect to all or any part of the Collateral consisting of Securities, the Pledgor as soon as practicable and at its expense will usecommercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use commercially reasonable efforts to cause suchqualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of suchCollateral consisting of Securities, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect),appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided ,that the Pledgee shall furnish to the Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connectionwith any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to

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the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses,offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent permitted bylaw, the Pledgee participating in the distribution of such Collateral consisting of Securities against all claims, losses, damages and liabilities caused by any untruestatement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (oralleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to makethe statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished inwriting to the Pledgor by the Pledgee expressly for use therein.

(b) If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting of Securities pursuant toSection 8 hereof, and such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then ineffect, the Pledgee may, in its sole and absolute discretion, sell such Collateral or part thereof by private sale in such manner and under such circumstances as thePledgee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing,in any such event the Pledgee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for thepurpose of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possiblepurchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, forinvestment, and not with a view to the distribution or sale of such Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibilityor liability for selling all or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable under thecircumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.

(c) The obligations of the Pledgor hereunder are without prejudice to the RRA Rights and the Pledgee’s rights thereto and security interest therein.

19. TERMINATION; RELEASE. (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities setforth herein including, without limitation, in Section 12 hereof shall survive any such termination) and the Pledgee, at the request and expense of the Pledgor, willexecute and deliver to the Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination ofthis Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly releasefrom the security interest created hereby and assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of theCollateral as may be in the possession of the Pledgee or any agent thereof or in the Designated Securities Account and as has not theretofore been sold or otherwiseapplied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect toany Collateral consisting of an Uncertificated Security (other than an

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Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed anddelivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii). As used in this Agreement, “ Termination Date ” shall mean the date uponwhich the Commitments under the Senior Facility Agreement and the Investments under the Junior Investment Agreement have been terminated, and all otherObligations (other than indemnities described in Section 12 hereof and described in the Investment Agreements, and any other indemnities set forth in any otherSecured Debt Agreements, in each case which are not then due and payable) then due and payable or redeemable have been paid in full.

(b) In the event that any part of the Collateral is sold or otherwise disposed of, in connection with a sale or disposition permitted by the terms of theInvestment Agreements or is otherwise released at the direction of the Lender and the proceeds of such sale or disposition (or from such release) are applied inaccordance with the terms of the Investment Agreements, to the extent required to be so applied, the Pledgee, at the request and expense of the Pledgor, will dulyrelease from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the likein connection therewith) and assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral as isthen being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by the Securities Intermediarydesignated pursuant to Section 4 hereto, such Securities Intermediary) and has not theretofore been released pursuant to this Agreement.

(c) At any time that the Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (andthe relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of the Pledgor stating that the release of therespective Collateral is permitted pursuant to Section 19(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation tomake any such request), the Pledgor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Pledgee) to the effect set forth in theimmediately preceding sentence.

20. NOTICES, ETC. (a) Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwisestated, may be made by fax or letter.

(b) The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for anycommunication or document to be made or delivered under or in connection with this Agreement is:

(i) in the case of the Pledgor, that identified with its name on the signature pages below;

(ii) in the case of any permitted assignee of the Pledgee, that notified in writing to the Pledgee on or prior to the date on which it becomes aparty; and

(iii) in the case of the Pledgee, at:

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Lord Central Opportunity V LimitedCommence Overseas Limited of Commerce ChambersP.O. Box 2208Road Town, TortolaBritish Virgin Islands

Attention: Jon Robert LewisFacsimile: +(1) 284 494 2889

With a copy to:15/F, AIA Central1 Connaught Road CentralHong Kong

Attention: Jon Robert Lewis

or any substitute address and fax number or department or officer as the party may notify to the Pledgee (or the Pledgee may notify to the other parties, if a changeis made by the Pledgee) by not less than five (5) Business Days’ notice.

(c) (i) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(A) if by way of fax, when received in legible form; or

(B) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postageprepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under (b) above, if addressed to thatdepartment or officer.

(ii) communication or document to be made or delivered to the Pledgee will be effective only when actually received by the Pledgee and thenonly if it is expressly marked for the attention of the department or officer identified with the Pledgee’s signature below (or any substitute department orofficer as the Pledgee shall specify for this purpose).

(iii) Any communication or document made or delivered to the Pledgor in accordance with this Section 20 will be deemed to have been made ordelivered to the Borrower.

21. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any mannerwhatsoever except in accordance with the requirements specified in the Investment Agreements (subject to the terms of the Intercreditor Agreement).

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22. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force andeffect, subject to release and/or termination as set forth in Section 19, (ii) be binding upon the Pledgor, its successors and assigns; provided , however , that thePledgor shall not assign any of its rights or obligations hereunder without the prior written consent of the Pledgee, and (iii) inure, together with the rights andremedies of the Pledgee hereunder, to the benefit of the Pledgee and its respective successors, transferees and assigns permitted under the Investment Agreements(subject to the terms of the Intercreditor Agreement).

23. HEADINGS DESCRIPTIVE. The headings of the several Sections of this Agreement are inserted for convenience only and shall not in any wayaffect the meaning or construction of any provision of this Agreement.

24. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THESTATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OFTHE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATEDIN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PLEDGOR HEREBY IRREVOCABLYACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OFTHE AFORESAID COURTS. THE PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACKPERSONAL JURISDICTION OVER THE PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITHRESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTIONOVER THE PLEDGOR. THE PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THEAFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIEDMAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 20 ABOVE, SUCH SERVICE TOBECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCHSERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDINGCOMMENCED HEREUNDER THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALLAFFECT THE RIGHT OF THE PLEDGEE UNDER THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TOCOMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE PLEDGOR IN ANY OTHER JURISDICTION.

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(b) THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THELAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTBROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TOPLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHTIN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANYACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS ORTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

25. PLEDGOR’S DUTIES. It is expressly agreed, anything herein contained to the contrary notwithstanding, that the Pledgor shall remain liable toperform all of the obligations, if any, assumed by it with respect to the Collateral and the Pledgee shall not have any obligations or liabilities with respect to anyCollateral by reason of or arising out of this Agreement, nor shall the Pledgee be required or obligated in any manner to perform or fulfill any of the obligations ofthe Pledgor under or with respect to any Collateral.

26. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts,each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterpartsexecuted by all the parties hereto shall be lodged with the Pledgor and the Pledgee.

27. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceabilityin any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

28. NO RECOURSE. Notwithstanding anything to the contrary contained herein or in any other Finance Document, the Pledgee’s sole recourse to thePledgor for any of the Obligations or in respect of any representations, warranties, covenants and agreements on the part of the Pledgor contained herein shall besolely and exclusively to the Collateral.

29. CONFLICT. The provisions of this Agreement shall be subject to the provisions of the Intercreditor Agreement and in the event of any conflictbetween such the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail.

****

20

IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Agreement to be executed by their duly elected officers duly authorized as ofthe date first above written. Address:

Unit 1904, 19/FPodium Plaza5 Hanoi RoadTsim Sha Tsui, KowloonHong KongTel: +852 3897 9800Fax: +852 3184 0111

SUN WISE (UK) CO.,LTD as Pledgor

By:

/s/ Yongli WangName: Yongli WangTitle: Director

Project Sealion – Security Agreement(Signature pages)

Accepted and Agreed to:

LORD CENTRAL OPPORTUNITY V LIMITED as Pledgee

By: /s/ Jon Robert Lewis Name: Jon Robert Lewis Title: Authorised Signatory

Project Sealion – Security Agreement(Signature pages)

ANNEX Ato

SECURITY AGREEMENT

SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION(AND WHETHER A REGISTERED ORGANIZATION), JURISDICTION OF ORGANIZATION,

LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERSAND FEDERAL EMPLOYER IDENTIFICATION NUMBERS

Exact LegalName of ThePledgor

Type of Organization (or, ifthe Pledgor is an Individual,

so indicate)

RegisteredOrganization?

(Yes/No) Jurisdiction ofOrganization

Pledgor’sLocation (for

purposes of NYUCC§ 9-307)

Pledgor’s OrganizationIdentification Number (or, if it has

none, so indicate)Sun Wise (UK) Co., Ltd Corporation Yes United Kingdom Hong Kong 10662894

ANNEX Bto

SECURITY AGREEMENT

SCHEDULE OF STOCK Type of Shares

Number of Shares

Certificate No. Percentage Owned

Common Stock 2,650,000 SWE 0453 21.45% in aggregate 2,650,000 SWE 0454 2,650,000 SWE 0456 2,650,000 SWE 0455 5,220,811 SWE 0450 493,827 SWE 0443 555,394 SWE 0449 506,711 SWE 0445 132,040 SWE 0511 570,487 SWE 0447 445,853 SWE 0446 679,058 SWE 0442 247,882 SWE 0444

Total : 19,452,063

ANNEX Cto

SECURITY AGREEMENT

SCHEDULE OF COLLATERAL ACCOUNTS

Description ofCollateral Account Account Number

Name of Bank, Addressand Contact Information

Jurisdiction of Bank(determined in

accordance with UCC §9-304)

Custody Account forSun Wise (UK) Co., Ltd

N/A

Citibank N.A.

New York

ANNEX Dto

SECURITY AGREEMENT

FORM OF TARGET NOTICE

[•], 2017

Seaworld Entertainment, Inc. (the “Target”)9205 South Park Center Loop, Suite 400Orlando, FL 32819

Attention: General Counsel

Re: Sun Wise (UK) Co., Ltd

Ladies and Gentlemen:

By way of background:

1. PA Eminent Opportunity VI Limited as lender (the “ Senior Lender ”) has entered into a US$150,000,000 Facility Agreement, dated 2017 (asamended, modified, restated and/or supplemented from time to time, the “ Senior Facility Agreement ”), with Sun Wise Oriented (HK) Co., Limited asborrower (the “ Borrower ”) and Sun Wise (UK) Co., Ltd as guarantor (the “ Guarantor ”), in order to provide the Borrower with the Loan (as defined inthe Senior Facility Agreement, the “ Senior Loan ”);

2. China Huarong International Holdings Limited as investor (the “ Junior Investor ”) has entered into an investment agreement dated as of 2017(together with the terms of the Preferred Shares (as defined below) set out in the memorandum and articles of the Pledgor, as they may be amended,modified, restated and/or supplemented from time to time, herein referred to as the “ Junior Investment Agreement ”, and collectively with the SeniorFacility Agreement, the “ Investment Agreements ”), with the Guarantor, the Borrower and Mr. Wang Yonghong for the subscription by the Junior Investorof redeemable preferred shares (the “ Preferred Shares ”) issued by the Guarantor for a subscription price of US$100,000,000 (the “ Junior Investment ”,and together with the Senior Loan, the “ Investments ”) to the Guarantor; and

3. In connection with the Investments, the Guarantor, the Borrower, the Senior Lender and the Junior Investor have entered into an intercreditor deed, dated 2017 (as amended, modified, restated and/or supplemented from time to time, the “ Intercreditor Deed ”), pursuant to which Lord CentralOpportunity V Limited has been appointed as security agent (the “ Security Agent ”) to hold the Collateral (as defined herein) for and on behalf of theSenior Lender and the Junior Investor pursuant to the terms set out in the Intercreditor Agreement.

ANNEX Dto

SECURITY AGREEMENT

We hereby notify you that in connection with the Investments:

A. We have pledged certain common shares of the Target (the “ Target Shares ”) to the Security Agent, pursuant to the Security Agreement, dated 2017, between the Guarantor as pledgor and the Security Agent, as pledgee (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement ”).

B. In order to facilitate the sale of the Target Shares upon an Event of Default, under and pursuant to the Security Agreement we have granted to the SecurityAgent a security interest in our interest under the Registration Rights Agreement (the “ Registration Rights Agreement ”) dated 24 March 2017 betweenyou and the Guarantor, including without limitation the right to make a “Demand Registration” and a “Piggyback Registration” as defined thereto.

[Remainder of page intentionally left blank]

ANNEX Dto

SECURITY AGREEMENT Very truly yours,


By: Name: Title:

Exhibit 99.9

Execution Version

DATED 8 May 2017

CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED

as Investor

and


as Ordinary Shareholder

and


as Company

and

MR. WANG YONGHONG

INVESTMENT AGREEMENTIN RELATION TO


SIDLEY AUSTINLEVEL 39

TWO INT’L FINANCE CENTRE8 FINANCE STREET

CENTRAL, HONG KONGTel: (852) 2509 7888Fax: (852) 2509 3110

Founded 1866

Table of ContentsClause Page

1. Definitions and Interpretation 2

2. Subscription 10

3. Consideration and Use of Proceeds 10

4. Conditions 10

5. Completion 12

6. Warranties 14

7. Post-Completion Undertakings 17

8. Investor Rights 19

9. Put Option 22

10. Security Value Ratio 23

11. Confidentiality 25

12. Costs 26

13. General 26

14. Notices 28

15. Governing Law and Dispute Resolution 29

Schedule 1 Subscription Shares 32

Schedule 2 Details of the Group Companies 33

Schedule 3 Terms of the Preferred Shares 39

Schedule 4 Warranties 47

Schedule 5 Form of Put Option Notice 50

THIS INVESTMENT AGREEMENT is made on 8 May 2017

BETWEEN:

(1) CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED , a company incorporated under the laws ofHong Kong (company number 1845699) whose registered office is at China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong (the “ Investor”);

(2) SUN WISE ORIENTED (HK) CO., LIMITED , a company incorporated under the laws of Hong Kong (company number2318510) whose registered office is at Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “ OrdinaryShareholder ”);

(3) SUN WISE (UK) CO., LTD , a private limited company incorporated under the laws of England and Wales with registration number 10662894 andwhose business address is at 60 Strand, London, United Kingdom, WC2N 5LR (the “ Company ”);

(4) MR. WANG YONGHONG , holder of PRC passport (no. E04014767) whose residential address is at 2 1204 (“ Mr. Wang ”).

WHEREAS:

(A) As at the date of this Agreement, the Company has an issued share capital of GBP100 divided into 100 Ordinary Shares which have been issued to theOrdinary Shareholder as fully paid up. Mr. Wang is the ultimate beneficial owner of the Company.

(B) PAG wishes to invest in the Company and, in connection therewith, the Company has agreed to borrow from PAG, and PAG has agreed to grant to theCompany, a US$150,000,000 loan facility upon and subject to the terms and conditions of the PAG Facility Agreement.

(C) The Investor wishes, subject to PAG Facility Utilisation, to invest in the Company and, in connection therewith, the Company has agreed to allot andissue to the Investor, and the Investor has agreed to subscribe for, the Subscription Shares upon and subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement (including the Recitals), where the context so admits, the following words and expressions shall have the following meanings:

“ Acquisition Documents ” means the documents entered into by the relevant parties in relation to the acquisition of 21% equity interest in SeaWorld;

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“ Affiliate ” means with respect to a person, any of such other persons described as follows:

(a) if such person is an individual, such person’s parents, spouse, children, siblings and any other person(s) cohabiting as a spouse of such person;and

(b) if such person is an entity,

(i) such person’s subsidiaries, holding companies and the fellow subsidiaries of any such holding companies;

(ii) the trustees, acting in their capacity as such trustees, of any trust of which such person is a beneficiary or, in the case of adiscretionary trust, is (to such person’s knowledge) a discretionary object; and

(iii) any other person in the equity capital of which (A) such person, (B) such other persons referred to in (b)(i) above, and/or (C) any ofthe trustees referred to in (b)(ii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested soas to exercise or control the exercise of 30% or more of the voting power at general meetings, or to control the composition of amajority of the board of directors and any other person which is its subsidiary;

“ Applicable Law ” means, in respect of any Person, any laws, rules, regulations, directives, decrees, treaties, or orders of any Authority, that areapplicable to and binding on such person;

“ Authorities ” means any governments, courts, arbitral tribunals, governmental, regulatory or official authorities, departments or agencies of anygovernments, statutory or regulatory bodies, stock exchanges whether in the United Kingdom, Hong Kong, the PRC or elsewhere and “ Authority ”means any one of them;

“ Board ” means the board of directors of the Company from time to time;

“ Business Day ” means a day on which commercial banks are open for business in the United Kingdom and Hong Kong (excluding Saturdays, Sundays,public holidays in the United Kingdom or Hong Kong and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain stormwarning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);

“ Cash Account HK ” means the bank account with the following information:

Bank Account Name: SUN WISE ORIENTED (HK) Co., LimitedBank Name: Wing Lung Bank LimitedBank Address: 45 Des Voeux Road, Central, Hong KongBank Swift Code: WUBAHKHHBank Code: 020USD CURRENT ACCOUNT NO.:601-016-06276

“ Cash Account UK ” has the meaning given to it in Clause 7.7;

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“ Cash Accounts ” means the Cash Account HK and the Cash Account UK;

“ Cash Top-Up Date ” has the meaning given to it in Clause 10.2.1;

“ Cash Top-Up Notice ” has the meaning given to it in Clause 10.2.1;

“ Claim ” has the meaning given to it in Clause 6.6.1;

“ Companies Ordinance ” means the Companies Ordinance (Chapter 622) of the Laws of Hong Kong;

“ Completion ” means completion of subscription of the Subscription Shares pursuant to Clause 5;

“ Completion Date ” means the date falling the first (1st) Business Day following the satisfaction (or waiver, if applicable) of all the Conditions otherthan those Conditions which, by their terms, are to be satisfied on such date (or such other date as may be agreed between the Parties in writing);

“ Condition ” means a condition set out in Clause 4 and “ Conditions ” means all those conditions;

“ Confidential Information ” has the meaning given to it in Clause 11.1;

“ Consideration ” means the amount to be paid by the Investor to the Company for subscription of the Subscription Shares as specified against its namein Schedule 1;

“ control ” means (a) the ownership or control (directly or indirectly) of more than 50% of the voting share capital of the relevant entity; or (b) the abilityto direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or (c) the rightto appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or(d) the ability to direct the decisions or the management and the day-to-day operations of the relevant entity;

“ Court ” has the meaning given to it in Clause 15.7.3;

“ Custodian ” means Citibank N.A.;

“ Director ” means director of the Company from time to time;

“ Discharge Time ” means the point in time at which all the claims by the Investor against the other parties under the Transaction Documents have beenfully satisfied as determined by the Investor;

“ Dispute ” has the meaning given to it in Clause 15.2.1;

“ Encumbrance ” means any claim, charge, mortgage, security, lien, power of sale, hypothecation or other third party rights, retention of title, right ofpre-emption, right of first refusal or security interest of any kind;

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“ Existing Notes ” means the HK$1,083,333,334 notes due 2018 issued by Joyful Wellness Limited to FULLGOAL CHINAACCESS RQFII FUND SPC;

“ GBP ” means the British pound sterling, the official currency of the United Kingdom;

“ Grantee ” has the meaning given to it in Clause 9.1;

“ Grantor(s) ” has the meaning given to it in Clause 9.1;

“ Group ” means the Company and its subsidiaries and investees from time to time, the holding companies of the Company and the subsidiaries of suchholding companies, and “ member of the Group ” and “ Group Company ” shall be construed accordingly;

“ HK$ ” or “ HK Dollar ” means Hong Kong dollar, the lawful currency of Hong Kong;

“ HKIAC ” has the meaning given to it in Clause 15.4.2;

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

“ Indemnified Person ” has the meaning given to it in Clause 6.6.1;

“ Inter-creditor Deed ” means the inter-creditor deed between the Company, Zhonghong Zhuoye, Mr. Wang, PAG, the Investor and the Security Agent;

“ Investor Director(s) ” has the meaning given to it in Clause 8.4.1;

“ Long Stop Date ” means a date falling ten (10) Business Days after the date of this Agreement or such other date as may be agreed among the Parties inwriting;

“ Loss ” has the meaning given to it in Clause 6.6.1;

“ Material Adverse Change ” means in relation to any company, any event, matter, fact, circumstance or change that would be (or could reasonably beexpected to be) materially adverse to the business, operations, prospects, assets, liabilities or financial conditions of such company;

“ NYSE ” means The New York Stock Exchange;

“ Ordinance ” has the meaning given to it in Clause 15.7;

“ Ordinary Share(s) ” means ordinary shares in the capital of the Company;

“ PAG ” means PA Eminent Opportunity VI Limited, a BVI business company incorporated under the laws of the British Virgin Islands with registerednumber 1940944 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands;

4

“ PAG Facility Agreement ” means the US$150,000,000 facility agreement entered into between the Company as borrower, the Ordinary Shareholder asguarantor and PAG as lender on or about the date of this Agreement, providing for the making of a term loan facility of US$150,000,000 to the Companyby PAG (as amended, modified, restated and/or supplemented from time to time);

“ PAG Facility Documents ” means the PAG Facility Agreement and all documentation (including without limitation security and guarantee documents)in relation to or in connection with the PAG Facility Agreement (as amended, modified, restated and/or supplemented from time to time);

“ PAG Facility Utilisation ” means full utilisation or drawdown of the facility pursuant to the terms of the PAG Facility Agreement;

“ Parties ” means the named parties to this Agreement and their respective successors, assigns and legal personal representatives and “ Party ” meansany one of them;

“ PRC ” means the People’s Republic of China excluding, for the purposes of this Agreement, Hong Kong, the Macau Special Administrative Region ofthe People’s Republic of China and Taiwan (Republic of China);

“ Preferred Shares ” means the Class B redeemable preferred shares in the share capital of the Company, having the rights, preferences and privileges assubstantially set out in Schedule 3;

“ Put Option ” has the meaning given to it in Clause 9.1;

“ Put Option Completion ” has the meaning given to it in Clause 9.4.1;

“ Put Option Notice ” has the meaning given to it in Clause 9.3.1;

“ Put Option Sale Price ” has the meaning given to it in Clause 9.2;

“ Put Option Shares ” has the meaning given to it in Clause 9.1;

“ Relevant Securities ” means shares or other equity securities acquired or owned by or on behalf of any Group Company or in respect of which anEncumbrance has been granted to or created in favour of any Group Company from time to time;

“ Representative ” means, with respect to a particular person, any director, officer, employee, agent, adviser or Affiliates;

“ Restated Articles ” has the meaning given to it in Clause 4.1.3;

“ Rules ” has the meaning given to it in Clause 15.4.2;

“ SeaWorld ” means SeaWorld Entertainment, Inc, a Delaware corporation the shares of which are listed on the NYSE (NYSE:SEAS);

“ Seaworld Share Charge ” means a share charge to be executed and delivered by the Company in favour of the Security Agent in respect of allSeaWorld Shares held or to be held by the Company;

5

“ Seaworld Shares ” means shares in the capital of SeaWorld;

“ Securities Account ” means the bank account in the name of the Company held with Citibank with the account number specified in the relevantSecurity Documents or any other bank account subject to, and falling with the definition of “Custodian Account” in, the relevant Security Documents;

“ Security Agent ” means Lord Central Opportunity V Limited, a BVI business company incorporated under the laws of the British Virgin Islands withregistered number 1931378 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands;

“ Security Documents ” means:

(a) the SeaWorld Share Charge;

(b) a custody and control agreement between the Company, the Security Agent and the Custodian;

(c) a custodian account agreement between the Company and Custodian;

(d) a share charge to be executed and delivered by in favour of the Investor in respect of 69.889% equity interest

in ;

(e) a deed of guarantee to be given by Zhonghong Zhuoye in favour of the Investor;

(f) a deed of guarantee to be given by Mr. Wang in favour of the Investor;

(g) the Inter-creditor Deed; and

(h) such other security document(s) designated by the Investor as such.

“ Subscription Shares ” means the Preferred Shares to be subscribed by the Investor under this Agreement and set out against its name in Schedule 1;

“ Sun Wise UK Share Charge ” means a share charge dated 5 May 2017 and delivered by the Ordinary Shareholder in favour of Fullgoal China AccessRQFII Fund SPC in respect of the entire issued share capital of the Company held by the Ordinary Shareholder;

“ Surviving Provisions ” means Clauses 1, 6.6, 9, 12, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7, 13.11, 14 and 15;

“ Top-Up Cash ” has the meaning given to it in Clause 10.2.1;

“ Transaction Documents ” means:

(a) this Agreement;

(b) the Security Documents;

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(c) the articles of association of the Company (as amended, restated, replaced or supplemented by the Restated Articles or from time to time);

(d) the letter between PAG and the Investor in connection with the Inter-creditor Deed; and

(e) such other document(s) designated by the Investor as such;

“ Tribunal ” has the meaning given to it in Clause 15.4.4;

“ US$ ” or “ US Dollar ” means United States dollar, the lawful currency of the United States of America;

“ Warranties ” means the representations and warranties given by the Ordinary Shareholder and the Company pursuant to Clause 6 and Schedule 4 and “Warranty ” means any one of them; and

“ Zhonghong Zhuoye ” means Zhonghong Zhuoye Group Co. Ltd. ( ), a company established under the laws of the PRCand whose business address at 2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New Urban Area), Urumqi,Xinjiang, China ( ( ) 258 2015-431 ).

1.2 Modification, etc. of Legislation

Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectivelyamended or re- enacted or as their application is modified from time to time by other provisions (whether before or after the date of this Agreement) andshall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instrumentsor other subordinate legislation under the relevant statute or statutory provision.

1.3 Clauses, Schedules, etc.

References in this Agreement to Clauses and Schedules are to clauses in, and schedules to, this Agreement (unless the context otherwise requires). TheRecitals and Schedules to this Agreement shall be deemed to form part of this Agreement.

1.4 Headings

Headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.5 Subsidiary and Holding Company

In this Agreement, the expression “ subsidiary ” and “ holding company ” shall have the same meanings as their respective definitions in the CompaniesOrdinance provided that any reference therein to a company shall be deemed to include a reference to a body corporate incorporated or establishedoutside Hong Kong or under any other statutory provisions.

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1.6 Persons

References to:

1.6.1 “ persons ” shall include natural person, bodies corporate, unincorporated associations and partnerships (whether or not having separate legalpersonality);

1.6.2 “ month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendarmonth, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month inwhich that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the lastBusiness Day in that calendar month; and

1.6.3 the word “ including ” shall be deemed to be followed by “ without limitation ” or “ but not limited to ” whether or not they are followed bysuch phrases or words of like import.

1.7 Writing

References to “ writing ” or “ written ” shall include any methods of producing or reproducing words in a legible and non-transitory form but, for theavoidance of doubt, shall not include e-mail.

1.8 Gender

The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa .

1.9 Construction of Certain References

1.9.1 In construing this Agreement:

(a) the rule known as the ejusdem generis rule shall not apply and, accordingly, general words introduced by the word “other” shall not

be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters orthings; and

(b) general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended tobe embraced by the general words.

1.9.2 This Agreement may not be construed adversely to a Party only because that Party was responsible for preparing it.

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1.10 Business Day

Where under this Agreement the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall bedone on the immediately succeeding Business Day.

1.11 Agreed Form

A reference to a document being in the “ agreed form ” means, in relation to any document, the form of that document which has been initialled for thepurpose of identification by or on behalf of the Company and the Investors.

2. Subscription

Subject to the terms and conditions of this Agreement, the Company shall allot and issue, and the Investor shall subscribe for, the Subscription Shares,fully paid and free from all Encumbrances whatsoever and together with all rights attaching or accruing to them at Completion.

3. Consideration and Use of Proceeds

3.1 Consideration

The Consideration shall be paid by the Investor in accordance with Clause 5.2.2, the payment in such manner of which shall constitute a good and fulldischarge of all the Investor’s obligations to pay the Consideration under this Agreement.

3.2 Use of Consideration

The Company shall apply the Consideration solely for the purpose of paying the consideration for the acquisition of SeaWorld Shares, representingapproximately 21% equity interest in SeaWorld, by the Company from Blackstone Group or its subsidiary.

4. Conditions

4.1 Conditions Precedent

Completion is conditional upon the satisfaction (or waiver, if applicable) of the following Conditions:

4.1.1 the Investor having obtained all required consents/approvals (if any, including its board and shareholders’ approvals and its or its

shareholders’ investment committee’s approval where applicable) to enter into the Transaction Documents and the transactions contemplatedtherein;

4.1.2 the Investor having received legal opinions issued by the relevant legal counsels in respect of the Transaction Documents and the transactionscontemplated thereunder in form and substance satisfactory to the Investor;

4.1.3 the articles of association of the Company having been duly and effectively amended and restated to, amongst others, incorporate the terms ofthe

9

Preferred Shares as substantially set out in Schedule 3 and the changes introduced by PAG and adopted by the Company, in form andsubstance satisfactory to the Investor (such restated articles of association, the “ Restated Articles ”) and the Restated Articles taking effectprior to Completion and remaining in full force and effect as at Completion;

4.1.4 (i) the Investor having received a copy of the PAG Facility Documents, certified as true by a director of the Ordinary Shareholder, and (ii) thePAG Facility Utilisation having occurred prior to Completion or simultaneously with Completion;

4.1.5 there having been no Material Adverse Change in relation to the Group on or prior to Completion;

4.1.6 there having been no breach of any Warranties on or prior to Completion;

4.1.7 all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whether from any existingor future creditor, third party, Authority or otherwise, necessary or desirable for or in respect of the proposed allotment and issuance of theSubscription Shares to the Investor or the creation of the security pursuant to the Security Documents or any other transaction contemplatedunder the Transaction Documents having been obtained;

4.1.8 (i) the Investor having received a copy of all the documents in connection with the Existing Notes, certified as true by a director of JoyfulWellness Limited , and (ii) the Ordinary Shareholder having injected the full amount of the proceeds of the Existing Notes,being HK$1,083,333,334, into the Company by way of subscription of new 100 Ordinary Shares, the Company having allotted and issued new100 Ordinary Shares prior to Completion;

4.1.9 the Investor having received a copy of the constitutional documents and statutory registers (including the register of members, register of

directors and register of charges) of each of the parties to the Transaction Documents (other than the Investor), the Group Companies and thepassport of Mr. Wang, certified by a director of the relevant party or relevant member of the Group;

4.1.10 the Investor having received copies of the duly executed Acquisition Documents together with an original certificate signed by a director ofthe Company certifying that the copies are true, correct and complete copies of the executed Acquisition Documents; and

4.1.11 each of the Security Documents, in form and substance satisfactory to the Investor, having been duly executed by the parties thereto (otherthan the Investor).

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4.2 Responsibility for Satisfaction

4.2.1 The Investor shall use best endeavours to ensure the satisfaction of the Conditions set out in Clauses 4.1.1 and 4.1.2 as soon as possible and, inany event, before the Long Stop Date.

4.2.2 The Ordinary Shareholder, the Company and Mr. Wang shall use best endeavours to ensure the satisfaction of the Conditions set out inClauses 4.1.3 to 4.1.9 as soon as possible and, in any event, before the Long Stop Date.

4.3 Non-Satisfaction or Waiver

4.3.1 The Investor may at any time waive in whole or in part and conditionally or unconditionally any of the Conditions (other the Conditions setout in Clauses 4.1.1 and 4.1.2) by notice in writing to the other Parties.

4.3.2 If the Conditions are not satisfied or waived (as the case may be) on or before the Long Stop Date, this Agreement shall lapse, provided

however that (a) the Surviving Provisions shall continue in force following the lapse of this Agreement; and (b) the lapse of this Agreementshall be without prejudice to the rights and liabilities of any Party accrued prior to such lapse.

5. Completion

5.1 Date and Place

Subject to Clause 4, Completion shall take place at 11:00 a.m. (Hong Kong time) on the Completion Date at the office of the Investor (or such other date,time and place as the Parties may agree in writing) when all (but not some only) of the events described in this Clause 5 shall occur.

5.2 Completion Obligations

At Completion:

5.2.1 the Company shall deliver to the Investor or cause to be delivered to the Investor:

(a) a copy of the board and shareholder resolutions of the Company approving, among others, (i) the execution, delivery andperformance of the Transaction Documents to which it is a party, (ii) the allotment and issue of the Subscription Shares to theInvestor, (iii) the resignation of all the existing directors of the Company, and (iv) the appointment of such number of InvestorDirector(s) as may be determined by the Investor, duly passed on or immediately prior to Completion, certified as true by a directorof the Company;

(b) a copy of the board resolutions of the Ordinary Shareholder approving, among others, (i) the execution, delivery and performance of

the Transaction Documents to which it is a party, and (ii) authorising a person designated by the Investor as a co-signatory to theCash Account HK, duly passed on or immediately prior to Completion, certified as true by a director of the Ordinary Shareholder;

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(c) a copy of the board resolutions of Zhonghong Zhuoye approving, among others, the execution, delivery and performance of theTransaction Documents to which it is a party, certified as true by a director of the Ordinary Shareholder;

(d) a copy of the board and shareholder resolutions of approving, among others, the execution,

delivery and performance of the Transaction Documents to which it is a party, certified as true by a director of the OrdinaryShareholder;

(e) a copy of the shareholder resolutions of the Company approving the adoption and filing of the Restated Articles duly passed on orprior to Completion, certified as true by a director of the Company;

(f) original share certificate(s) of the Company issued to the Investor in respect of the Subscription Shares;

(g) a copy of the resignation letter duly signed by the outgoing director(s) of the Company, certified as true by a director of the

Company, confirming that he or she has no claims against the Company, whether for compensation, remuneration, severancepayments, expenses, damages or otherwise;

(h) a copy of the Company’s register of members as of the Completion Date, updated to show the Investor as holder of the SubscriptionShares, certified as true by a director of the Company;

(i) a copy of the register of directors of the Company as of the Completion Date, updated to show the Investor Director(s) appointed asdirector(s), certified as true by another director of the Company;

(j) each of the Security Documents, in form and substance satisfactory to the Investor, duly executed by the parties thereto (other thanthe Investor); and

(k) a written confirmation to the Investor that each of the Conditions (other than the Conditions set out in Clauses 4.1.1 and 4.1.2) hasbeen satisfied.

5.2.2 against compliance with the provisions of Clause 5.2.1, the Investor shall:

(a) deliver to the Company, its application for the Subscription Shares duly executed by the Investor; and

(b) pay the Consideration by wire transfer of immediately available funds to the Cash Account HK.

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6. Warranties

6.1 Warranties of the Company

The Company represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of this Agreement, and willat Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate andnot misleading:

6.1.1 each member of the Group is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

6.1.2 all of the details relating to the Group Companies shown in this Agreement are and on Completion will be true and accurate and notmisleading;

6.1.3 it or the relevant member of the Group has the legal right and full power and authority to enter into and perform this Agreement and any other

Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with theirrespective terms;

6.1.4 the execution, delivery and performance of this Agreement and any other Transaction Documents to which it or the relevant member of theGroup is a party has been or will on Completion be duly authorised and approved by all necessary corporate action;

6.1.5 the execution and delivery of, and the performance by it or the relevant member of the Group of, this Agreement and any other TransactionDocuments to which it is a party will not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalentconstitutional documents; or, (ii) in any material respect, of any Applicable Law; and (b) require any consent or approval of any Authority;and

6.1.6 subject to the adoption of the Restated Articles, each member of the Group has obtained all licences, consents, authorisations, orders, grants,confirmations, permissions, registrations and other approvals, whether from any creditor, third party, Authority or otherwise, necessary ordesirable for or in respect of the proposed allotment and issuance of the Subscription Shares to the Investor or the creation of the securitypursuant to the Security Documents or any other transaction contemplated under the Transaction Documents, including without limitation anyconsent or approval which may be required pursuant to the terms of the Existing Notes and the documents relating to the Existing Notes.

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6.2 Warranties of the Investor

The Investor represents, warrants and undertakes to and with the Company, the Ordinary Shareholder and Mr. Wang that each of the following statementsis at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstancesthen existing) be, true and accurate and not misleading:

6.2.1 it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;

6.2.2 it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it isa party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;

6.2.3 the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been or will onCompletion be duly authorised and approved by all necessary corporate action; and

6.2.4 the execution and delivery of, and the performance by it of, this Agreement and any other Transaction Documents to which it is a party will

not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) in anymaterial respect, of any Applicable Law and (b) require any consent or approval of any Authority.

6.3 Warranties of the Ordinary Shareholder

The Ordinary Shareholder represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of thisAgreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be,true and accurate and not misleading:

6.3.1 it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;

6.3.2 it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it isa party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;

6.3.3 the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been or will onCompletion be duly authorised and approved by all necessary corporate action;

6.3.4 the execution and delivery of, and the performance by it of, this Agreement and any other Transaction Documents to which it is a party will

not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) in anymaterial respect, of any Applicable Law and (b) require any consent or approval of any Authority; and

6.3.5 it has obtained all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whetherfrom any Authority or otherwise, necessary or desirable for or in respect of the transactions contemplated under the Transaction Documents.

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6.4 Warranties of Mr. Wang

Mr. Wang represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of this Agreement, and will atCompletion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and notmisleading:

6.4.1 he is the sole ultimate beneficial owner of the Company;

6.4.2 he has full power and capacity to enter into and perform this Agreement and any other Transaction Documents to which he is a party, whichwhen executed will constitute valid and binding obligations on him, in accordance with their respective terms;

6.4.3 the execution and delivery of, and the performance by him of, this Agreement and any other Transaction Documents to which he is a partywill not (a) result in a breach in any material respect of any Applicable Law and (b) require any consent or approval of any Authority.

6.5 Further Warranties

6.5.1 The Company, the Ordinary Shareholder and Mr. Wang further, jointly and severally, represent, warrant and undertake to and with the

Investor that the statements set out in Schedule 4 are as at the date of this Agreement and will, at Completion (as if such statements wererepeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading in all respects.

6.5.2 The Company, the Ordinary Shareholder and Mr. Wang further, jointly and severally, provide to the Investor the representations, warranties

and undertakings set out in the PAG Facility Documents as though they were set out in full in this Agreement, except that references to PAGwill be construed as references to the Investor.

6.6 Indemnity

6.6.1 The commitment of the Investor under this Agreement is being made on the basis of the representations and warranties and undertakings ofthe Company, and the Ordinary Shareholder and Mr. Wang in this Agreement with the intention that such representations and warranties shallremain true and accurate in all respects up to and including the Completion Date, and each of the Company, and the Ordinary Shareholder andMr. Wang undertakes to pay the Investor on demand an amount which on an after tax basis is equal to any liability, damages, cost, claim, lossor expense (including, without limitation, legal fees, costs and expenses) (a “ Loss ”) incurred by the Investor, the relevant member of theGroup, their respective affiliates or any person who controls any of them or any of their respective directors, officers, employees or agents(each an “ Indemnified Person ”) in respect of or in connection with:

(a) any breach or alleged breach of any of the representations, warranties or undertakings contained in, or deemed to be made pursuantto, the Transaction Documents; or

(b) the failure or alleged failure by the Company, the Ordinary Shareholder or any of their respective directors or officers or Mr. Wangto perform any of their respective obligations under the Transaction Documents;

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(c) the failure or alleged failure by the Company, the Ordinary Shareholder or any of their respective directors or officers or Mr. Wangto comply with any requirements of statute or regulation or obtain the relevant approval or consent in relation to the allotment andissue of the Subscription Shares to the Investor, the creation of the security pursuant to the Security Documents or any othertransaction contemplated under the Transaction Documents.

Loss shall include (without limitation) all Losses which an Indemnified Person may incur in investigating, preparing, disputing or defending,or providing evidence in connection with, any litigation, claim, action, proceeding, investigation, demand, judgment or award (each a “ Claim”) (whether or not the Indemnified Person is an actual or potential party to such Claim) or in establishing any Claim or mitigating any Loss onits part or otherwise enforcing its rights under this Clause 6.6, which shall be additional and without prejudice to any rights which theIndemnified Person may have at common law or otherwise.

6.6.2 The Investor shall not have any duty or obligation, whether as fiduciary or trustee for any Indemnified Person or otherwise, to recover anysuch payment or to account to any other person for any amounts paid to it under this Clause 6.6 and save to the extent notified in writing to anIndemnified Person by the Investor (without obligation) will have the sole conduct of any action to enforce such rights on behalf of theIndemnified Person. This Agreement may be terminated, amended or varied in any way and at any time by the Parties without the consent ofany Indemnified Person.

7. Post-Completion Undertakings

7.1 Relevant Fixed Dividend

7.1.1 If in any year the Company does not for any reason declare or pay the Investor the full amount of the Preferred Fixed Dividend (as defined inthe Restated Articles), the Ordinary Shareholder undertakes to pay to the Investor:

(a) where no amount is declared in respect of the Preferred Fixed Dividend and paid to the Investor in that year, the full amount of thePreferred Fixed Dividend; or

(b) where a dividend of an amount lower than the Preferred Fixed Dividend is declared and paid to the Investor in that year, an amountequal to the difference between such dividend and the full amount of the Preferred Fixed Dividend.

7.1.2 If the Investor does not receive the full amount of the Preferred Fixed Dividend on a Dividend Payment Date (as defined in the Restated

Articles) in any year, the Ordinary Shareholder shall pay to the Investor such amount to be paid under Clause 7.1.1 within three (3) BusinessDays after such Dividend

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Payment Date, without any set-off or deduction, by wire transfer of immediately available funds to such bank account maintained in the nameof the Investor or as it may designate.

7.2 Dividends

The Company shall:

7.2.1 set aside sufficient proceeds or property arising from any dividends or distributions paid on or made in respect of any Relevant Securities andapply the same in satisfaction of any payment to be made in respect of the Preferred Shares; and

7.2.2 ensure that it will have sufficient profits, distributable reserves or cash available for distribution to make any redemption of the PreferredShares.

7.3 External financing

The Company and the Ordinary Shareholder shall notify the Investor within fifteen (15) Business Days after any document is entered into in connectionwith the external financing by and/or the external financing for the Sanya Peninsula project (

).

7.4 Registration and filings

As soon as practicable after Completion, and in any event within five (5) Business Days of Completion,

7.4.1 the Company shall duly file the Restated Articles and the related shareholder resolutions with the Companies House in the United Kingdom

and make or cause to be made filings with respect to the allotment and issue of the Subscription Shares to the Investor and the appointment ofInvestor Directors with the Companies House in the United Kingdom;

7.4.2 the Company shall obtain or cause to be obtained all such approvals, procedures and registration required by the relevant Authorities to giveeffect to the Security Documents; and

7.4.3 the Company shall provide the Investor with evidence showing that any instruments or documents under all jurisdictions as may be necessaryor, in the opinion of the Investor, desirable to perfect the security created in favour of the Security Agent or the Investor (as the case may be)pursuant to the Security Documents have been filed (in addition to those filings as specified in the Security Documents which are to beeffected in accordance with the terms of the Security Documents).

7.5 Information undertaking

The Company, the Ordinary Shareholder and Mr. Wang shall promptly provide or procure to be provided to the Investor such information as may berequired by Applicable Laws and regulations or for the Investor to make an informed decision on

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the investment in the Group, including without limitation financial statements and management accounts of the Group Companies or any other parties tothe Transaction Documents. The Company, the Ordinary Shareholder and Mr. Wang shall promptly notify the Investor if any of them is aware of anevent, matter, fact, circumstance or change with respect to the Group Companies or any other parties to the Transaction Documents and/or thetransactions contemplated under the Transaction Documents that would be (or could reasonably be expected to be) adverse to the Investor’s interest.

7.6 Source of funds

Upon a redemption of the Preferred Shares, the Company shall redeem the Preferred Shares using cash arising from the operations of the onshore andoffshore members of the Group and the cash generated from the future refinancing in respect of the SeaWorld Shares.

7.7 Opening of bank account

The Company shall, and each of the Ordinary Shareholder and Mr. Wang shall procure the Company to, open a bank account with a licensed bank inEngland in the name of the Company (the “ Cash Account UK ”) within thirty (30) days of the Completion Date. The Company, the OrdinaryShareholder and Mr. Wang further agree that a person designated by the Investor shall become an authorised co-signatory of the Cash Account UK andno change to such signatory arrangements shall be made without the prior written consent of the Investor.

8. Investor Rights

8.1 Controlled Accounts

The Parties agree that, following Completion and until the Discharge Time:

8.1.1 a person designated by the Investor shall become an authorised co-signatory to the Cash Accounts and no change to such signatoryarrangements shall be made without the prior written consent of the Investor; and

8.1.2 the Company shall send a prior written notice to the Investor for any single fund transfer from the Cash Accounts setting forth the amount anduse of such transfer, and have the Cash Accounts established such that any such fund transfer would require approval of the Investor. Thedrawdown of the proceeds of the Subscription from the Cash Accounts shall be made in accordance with the Investor’s direction from time totime. No funds may be withdrawn or otherwise transferred out of the Cash Accounts through any other arrangement in contravention of thejoint signatory arrangement set forth above, including without limitation, any online banking arrangement.

8.2 Favourable Terms

Following Completion and until the Discharge Time, in the event and to the extent the Company provides to any party any rights, benefits, preferences orprivileges (including any special pricing, dividend rights, voting rights, conversion rights,

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liquidation rights, transfer rights or co-sale rights) or modifies such rights, benefits, preferences or privileges afforded to any shareholder of the Companyother than the Investor, whether attached to the securities or pursuant to any contract or otherwise, which are or in a manner additional or more favourablein any respect than the rights, benefits, preferences or privileges of the Investor set forth in this Agreement or otherwise, then the Company shall provideprompt written notice to the Investor and at the election of the Investor, the Company and the Ordinary Shareholder shall procure such superior rights,benefits, preferences or privileges to the Investor.

8.3 Reserved Matters

Following Completion and until the Discharge Time, the Company shall not, and the Company shall procure and ensure that each member of the Groupfrom time to time shall not, without the prior written consent of the Investor (such consent not to be unreasonably withheld or delayed):

8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documents;

8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities;

8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake

any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect ofitself or any of its assets;

8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein;

8.3.5 acquire any shares or other securities which has not been approved by the Investor;

8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in

the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Companyfor the time being (as amended by the Restated Articles);

8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise createany liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation;

8.3.8 make any material decision in relation to any litigation or arbitration;

8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the PreferredShares);

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8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account andthe Cash Accounts);

8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholderor any of its Affiliates (other than a member of the Group);

8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and

8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwisepermit a third party to do so on behalf of any member of the Group, and

the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve,pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clause.

8.4 Appointment of Director(s) to the Company

8.4.1 Following Completion and until the Discharge Time, the Investor shall have the right to appoint such number of director(s) (the “ InvestorDirector(s) ”) to the Company as determined by the Investor so that the Investor Director(s), together with the director(s) appointed to theCompany by PAG (if any), will constitute a majority of the board of directors of the Company. The right of appointment conferred on theInvestor under this Clause 8.4 shall include the rights of the Investor to (a) remove at any time from office such person appointed by it as adirector and (b) determine, at any time and from time to time, the period during which such person shall hold the office of director.

8.4.2 The appointment or removal of the Investor Director(s) pursuant to this Clause 8.4 shall be in writing and signed by or on behalf of theInvestor and shall be delivered to the registered office for the time being of the Company.

8.4.3 Following Completion and until the Discharge Time, whenever for any reason a person appointed as the Investor Director ceases to be adirector, the Investor shall be entitled to appoint forthwith another Investor Director.

8.4.4 The Investor shall, within seven (7) Business Days of such cessation, procure any Investor Director holding office as director at the time to

promptly resign from office and to deliver to the Company a confirmation that he has no claims against the Company for any wrongfuldismissal or termination by virtue of such resignation.

8.5 Existing Notes

8.5.1 Each of the Company, the Ordinary Shareholder and Mr. Wang shall procure that the Existing Notes are postponed and subordinated to the all

liabilities owed by the Company to the Investor under the Transaction Documents until the date on which all such liabilities have been fullyand irrevocably paid or discharged.

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8.5.2 Save for the security granted under the Sun Wise UK Share Charge, each of the Company, the Ordinary Shareholder and Mr. Wang shall

ensure that each Security Document creates (or, once entered into, will create) in favour of the Security Agent or the Investor (as the case maybe) the security which it is expressed to create with the ranking and priority it is expressed to have (except as otherwise required by law).

8.5.3 Each of the Company, the Ordinary Shareholder and Mr. Wang undertakes that no security interest shall be granted over the shares of anyGroup Company in favour of any person other than pursuant to the Security Documents.

9. Put Option

9.1 Grant of Put Option

Each of the Ordinary Shareholder and Mr. Wang (together the “ Grantors ” and each a “ Grantor ”) hereby unconditionally and irrevocably grants to theInvestor (the “ Grantee ”) a put option entitling (but not obliging) the Grantee to require the relevant Grantor(s) to purchase from the Grantee any and allthe Preferred Shares that the Grantee owns (legally or beneficially) or has an interest in for the time being (including, for the avoidance of doubt, anyPreferred Shares other than the Subscription Shares acquired by the Grantee) (collectively, the “ Put Option Shares ”) in full or in part at the Put OptionSale Price (as defined below) in accordance with the terms of this Clause 9 (the “ Put Option ”).

9.2 Put Option Sale Price

The price at which the Grantee may require the relevant Grantor(s) to purchase each Put Option Share from the Grantee upon exercise of the Put Option(the “ Put Option Sale Price ”) shall be equal to the aggregate amount of:

9.2.1 the amount paid by the Investor to the Company for the subscription or acquisition of such Put Option Share; and

9.2.2 a premium which would give the Grantee an annual rate of return of eleven point five per cent. (11.5%) in respect of the amount referred to inClause

9.2.3 from Completion up to and including the date of payment in full of the Put Option Sale Price; provided that, if the period between Completionand the date of payment in full of the Put Option Sale Price is less than one (1) year, such period shall be deemed to be one (1) year, less theaggregate amount of all dividends received by the Grantee from the Company in respect of the Put Option Shares, for the period commencingon (and including) the Issue Date (as defined in Schedule 3 and ending on (and including) the date of payment in full of the Put Option SalePrice.

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9.3 Exercise of Put Option

9.3.1 The Grantee may exercise the Put Option by serving a notice in writing (in substantially the form set out in Schedule 5) (the “ Put OptionNotice ”) on the relevant Grantor(s) informing the relevant Grantor(s) of the exercise of the Put Option at any time on or after the earlier of:

(a) the occurrence of any Redemption Event (as defined in Schedule 3; or

(b) the date falling on the second (2 nd ) anniversary of Completion.

9.3.2 For the avoidance of doubt, the Put Option may be exercised in respect of any and all of the Put Option Shares and shall continue to subsistand remain in full force and effect for those Put Option Shares in respect of which the Put Option has not been exercised.

9.4 Put Option Completion

9.4.1 Completion of the transfer of each Put Option Share pursuant to the exercise of the Put Option (the “ Put Option Completion ”) shall take

place on the date and at the place and time set out in the Put Option Notice (or such other date, place and time as may be agreed between therelevant Grantor(s) and the Grantee) when all the acts and requirements set out in Clause 9.4.2 shall be complied with.

9.4.2 At the Put Option Completion:

(a) the relevant Grantor(s) shall pay (1) the Put Option Sale Price to the Grantee in cash by way of wire transfer of immediately

available funds to such bank account as designated by the Grantee and (2) the stamp duty payable in respect of the transfer of the PutOption Shares to the relevant Authority and produce evidence of such payment to the Grantee; and

(b) against compliance by the relevant Grantor(s) with Clause 9.4.2(a), the Grantee shall deliver to the relevant Grantor(s) the

instrument of transfer in respect of the Put Option Shares, duly executed by the Grantee in favour of the relevant Grantor(s) togetherwith the relevant share certificates for the relevant Put Option Shares.

10. Security Value Ratio

10.1 Interpretation

In this Clause 10:

“ Security Value Ratio ” means, at any time, a ratio (expressed as a percentage) calculated by the following:

A = B / [(C x D) + E] X 100%

where:

“ A ” means the Security Value Ratio;

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“ B ” means US$250,000,000;

“ C ” means the mean average of the official closing price per Seaworld Share published by the NYSE on each of the thirty (30) consecutive ScheduledTrading Days preceding the date of such calculation;

“ D ” means the number of Seaworld Shares subject to the Seaworld Share Charge; and

“ E ” means the aggregate amount of the Top-Up Cash (as defined below) paid by the Company preceding the date of such calculation, if any; and

“ Scheduled Trading Day ” means any day on which the NYSE is scheduled to be open for trading during its regular trading sessions.

10.2 Top-Up Cash

10.2.1 If the Investor determines (which determination shall, in the absence of manifest error, be final and binding upon the Parties) that the SecurityValue Ratio in respect of any Scheduled Trading Day is equal to or greater than 80 per cent. (80%), the Company shall promptly, and in anycase no later than 5:00 p.m. on the second (2 nd ) Business Day immediately following the date of a written notice from the Investor requiringit to do so (the “ Cash Top-Up Notice ”), deposit or procure to be deposited into the Cash Account UK such additional US Dollar amounts incash (the “ Top-Up Cash ”) to ensure that the Security Value Ratio, after being recalculated by taking into account the effect of the deposit ofthe Top-Up Cash (the date on which the deposit of the Top- Up Cash is completed being the “ Cash Top-Up Date ”, which shall be aScheduled Trading Day), is equal to or less than seventy-five per cent. (75%) on the Cash Top-Up Date.

10.2.2 If:

(a) the Company fails to comply with Clause 10.2.1; and

(b) the official closing price per Seaworld Share published by the NYSE on any Scheduled Trading Day is US$13.00 or less (subject toadjustment for consolidation, sub-division or reclassification of Seaworld Shares from time to time),

10.2.3 the Investor shall (in addition and without prejudice to any other rights or remedies available to it under this Agreement or any otherTransaction Document) be entitled to enforce its security interests under the Seaworld Share Charge including without limitation disposing ofor otherwise dealing with the Seaworld Shares in accordance with and subject to the terms of the relevant Security Documents and AcquisitionDocuments.

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11. Confidentiality

11.1 Confidential Information

Each Party undertakes to the other Parties that it shall treat as strictly confidential all of the following information, whether in oral, graphic, written,electronic or other form (the “ Confidential Information ”):

11.1.1 information relating to the other Parties;

11.1.2 information relating to the provisions and subject matter of this Agreement and the other Transaction Documents and any transactionscontemplated therein;

11.1.3 information relating to the existence of this Agreement and the other Transaction Documents and their purpose; and

11.1.4 information relating to the negotiations or discussions leading up to this Agreement and the other Transaction Documents.

Each Party shall not, and shall procure that its Affiliates and its and their respective Representatives shall not, use for its own business purpose or discloseto any third party any Confidential Information without the prior written consent of the other Parties.

11.2 Exclusions

The restrictions contained in Clause 11.1 shall not apply so as to prohibit disclosure or use of any information if and to the extent:

11.2.1 the disclosure or use is required by Applicable Law or by any Authority to which the Parties or their respective holding companies orsubsidiaries are subject;

11.2.2 the disclosure is made by a Party to its Affiliates or to its or its Affiliates’ Representatives for purposes relating to this Agreement or any of the

other Transaction Documents on terms that such Affiliates or Representatives undertake to comply with the provisions of Clause 11.1 inrespect of such information as if they were a party to this Agreement or any of such other Transaction Documents;

11.2.3 the information becomes publicly available (other than by a breach of this Agreement);

11.2.4 the other Parties have given prior written consent to the disclosure or use; or

11.2.5 the disclosure or use is required for the purpose of any judicial or arbitration proceedings arising out of this Agreement or any otherTransaction Document,

provided always that prior to disclosure or use of any information pursuant to Clause 11.2.1, the Party concerned shall promptly notify the other Parties ofsuch requirement and shall consult with the other Parties where feasible and give due consideration to their reasonable requirements as to the timing,manner and content of such disclosure before complying with such requirement.

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12. Costs

The Company shall be responsible for all costs and expenses incurred by the Investor in relation to the preparation, negotiation and execution of thisAgreement, the other Transaction Documents and all related matters.

13. General

13.1 Successors and Assigns

This Agreement shall be binding upon and enure for the benefit of the successors, assigns and legal personal representatives of the Parties.

13.2 Assignment

The Investor may assign this Agreement or any of its rights and/or transfer any of its obligations under this Agreement to any third party, provided thatprior written notice of such assignment has been given to the other Parties. Each of the other Parties may not assign this Agreement or any of its rightsand/or transfer any of its obligations under this Agreement to any third party without the prior written consent of the other Parties.

13.3 Whole Agreement

This Agreement (together with the other Transaction Documents) constitutes the whole agreement among the Parties relating to the subject matter of thisAgreement (and the other Transaction Documents) and supersedes any previous agreements or arrangements among them relating to the subject matterhereof.

13.4 Variations

No variations of this Agreement shall be effective unless made in writing and signed by the Parties.

13.5 Invalidity

If any provision or part of a provision of this Agreement shall be, or be found by any Authority to be, invalid or unenforceable, such invalidity orunenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

13.6 Remedies

The rights and remedies of each Party hereunder shall be cumulative and shall be in addition to and without prejudice to all other rights and remediesavailable to it (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which it may be entitled in respect ofa breach of this Agreement) and no exercise or failure to exercise such a right shall constitute a waiver by it of any such other right or remedy.

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13.7 No Waiver

No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall impairor operate as a waiver of such right or remedy and no single or partial exercise of any such right or remedy shall prevent any further or other exercise ofthe same or the exercise of any other right or remedy. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver ofany repetition of such breach.

13.8 Further Assurance

At any time after the date of this Agreement, each Party shall, and shall use all reasonable endeavours to procure (to the extent it is legally orcontractually entitled to do so) that any necessary third party shall, execute such documents and do such acts and things as the other Parties mayreasonable require for the purpose of giving to such Parties the full benefit and provisions of this Agreement.

13.9 Time of the Essence

Time shall be of the essence of this Agreement, both as regards any dates, times and periods mentioned and as regards any dates, times and periods whichmay be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.

13.10 Counterparts and Effectiveness

This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party hasexecuted at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constituteone and the same instrument.


Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties)Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

13.12 Effect of Completion

This Agreement (other than obligations that have already been fully performed) remains in full force after Completion.

13.13 No Partnership

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership, joint venture, association, agency or other cooperative entity amongthe Parties or any of them.

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14. Notices

14.1 Form and Addresses

Any notice or other communication in connection with this Agreement shall be in writing in English and shall be sufficiently given or served if deliveredor sent:

14.1.1 in the case of the Investor to:

Address: China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong

Email: [email protected]

Attention: Ms. Huang Yulin

14.1.2 in the case of the Ordinary Shareholder to:

Address: Unit 1904, 19/F Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Hong Kong


Attention: Florence Li

14.1.3 in the case of the Company, to

Address: No. 8 Building, Easter International, 1 Ciyunsi, Chaoyang District, Beijing, China


Attention: Yu Ting

14.1.4 in the case of Mr. Wang, to

Address: No. 8 Building, Easter International, 1 Ciyunsi, Chaoyang District, Beijing, China


or (in either case) to such other address as the relevant Party may have notified to the other Parties in writing in accordance with this Clause 14.

14.2 Delivery

Unless there is evidence that it was received earlier, a notice is deemed given if:

14.2.1 delivered personally, when left at the address referred to in Clause 14.1; and

14.2.2 sent by prepaid registered post or courier, three (3) Business Days after posting.

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15. Governing Law and Dispute Resolution

15.1 Governing law

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong.

15.2 Jurisdiction of Hong Kong courts

15.2.1 Subject to Clause 15.3, the courts of Hong Kong have non-exclusive jurisdiction to settle any dispute arising out of or in connection with thisAgreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).

15.2.2 This Clause 15.2 is for the benefit of the Investor only. As a result, the Investor shall not be prevented from taking proceedings relating to a

Dispute in any other courts with jurisdiction. To the extent allowed by law, the Investor may take concurrent proceedings in any number ofjurisdictions.

15.3 Investor’s option

15.3.1 The Investor may by notice in writing to the other Parties require that all Disputes or a specific Dispute be resolved by arbitration. If theInvestor gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with Clause 15.4. If such notice isgiven after service of any process, the Parties must also promptly give notice to the relevant court of Hong Kong that such Dispute(s) will beresolved by arbitration and to immediately terminate any court proceedings relation to such Dispute(s).

15.4 Arbitration

15.4.1 This Clause 15.4 is for the benefit of the Investor only. In the event that the Investor issues a notice pursuant to Clause 15.3, the provisions ofthis Clause 15.4 shall apply and:

15.4.2 any Dispute shall be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (“

HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules in force as at the date of this Agreement (the “ Rules ”), whichRules are deemed to be incorporated by reference into this Clause 15.4 and as may be amended by the rest of this Clause 15.4; and

15.4.3 the Parties agree that the HKIAC is the most appropriate and convenient forum to settle the Dispute, and no Party will argue to the contrary.

15.4.4 The arbitration tribunal (“ Tribunal ”) shall consist of three (3) arbitrators to be appointed in accordance with the Rules. The seat of the

arbitration shall be Hong Kong. This Arbitration Agreement shall be governed by the laws of the Hong Kong. The language of the arbitrationproceedings shall be Chinese.

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15.4.5 Any award of the Tribunal shall be made in writing and shall be final and binding on the Parties from the day it is made. The Parties undertaketo carry out the award without delay.

15.4.6 The Parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/orreview any question of law and/or the merits, insofar as such waiver may validly be made. Subject to any provisions in the Rules, the Partiesshall not be deemed, however, to have waived any other right to challenge any award on grounds allowed by the mandatory law of the seat ofarbitration. Nothing in this Clause 15.4 shall be construed as preventing any party from seeking conservatory or interim relief from any courtof competent jurisdiction.

15.5 Interim Relief

Notwithstanding Clause 15.4, any Party may apply for an interim measure, preservation order or other interim relief in any court of competentjurisdiction.

15.6 Effect of this Agreement during arbitration.

During the conduct of any arbitration proceedings pursuant to this Clause, this Agreement shall remain in full force and effect in all respects except forthe matter under arbitration and the Parties shall continue to perform their obligations hereunder, except for those obligations involved in the matter underdispute, and to exercise their rights hereunder.

15.7 Consolidation of arbitration

Section 2 of Schedule 2 of the Hong Kong Arbitration Ordinance (Cap. 609) (the “ Ordinance ”) shall apply with the following modifications. TheParties acknowledge that it is their desire, where there are two (2) or more arbitration proceedings arising from this Agreement, and where:

15.7.1 some common question of law or fact arises;

15.7.2 the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or

15.7.3 it is otherwise desirable for the Court of First Instance of the High Court of Hong Kong (the “ Court ”) to make an order under section 2 ofSchedule 2 of the Ordinance,

to have those arbitration proceedings consolidated on such terms as the Court thinks fit, provided that arbitration proceedings commenced under thisAgreement may be consolidated with other arbitration proceedings only to the extent that such arbitration is consistent with the form and manner ofconsolidation expressly provided for in Clause 15.4.

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15.8 Waiver of Immunity

Each of the Parties (other than the Investor) waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, includingimmunity in respect of:

15.8.1 the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and/or

15.8.2 the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem , for the arrest, detention or saleof any of its assets and revenues.

15.9 Appointment of Process Agent

15.9.1 The Company hereby irrevocably appoints the Ordinary Shareholder of Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui,Kowloon, Hong Kong as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legalprocess in Hong Kong. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to andreceived by the Company). If for any reason such process agent ceases to be able to act as process agent, or no longer has an address in HongKong, the Company irrevocably agrees to appoint a substitute process agent having an address in Hong Kong and to deliver to the otherParties a copy of the new process agent’s acceptance of that appointment within seven (7) days.

15.9.2 Mr. Wang hereby irrevocably appoints the Ordinary Shareholder of Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon,Hong Kong as his process agent to receive on his behalf service of any writ, summons, order, judgment or other notice of legal process inHong Kong. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received byMr. Wang). If for any reason such process agent ceases to be able to act as process agent, or no longer has an address in Hong Kong,Mr. Wang irrevocably agrees to appoint a substitute process agent having an address in Hong Kong and to deliver to the other Parties a copyof the new process agent’s acceptance of that appointment within seven (7) days.

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Schedule 1

Subscription Shares Investor

Number of Subscription Shares Consideration

Investor 10,000,000 Class B Preferred Shares US$100,000,000

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Schedule 2

Details of the Group Companies

Part 1 – Details of the Company at the date of this Agreement 1. Name: Sun Wise (UK) Co., Ltd

2. Company Number: 10662894

3. Address of Registered Office: 60 Strand, London, United Kingdom, WC2N 5LR

4. Date and Place of Incorporation: 10 March 2017, England and Wales

5. Issued Shares: 100 Ordinary Shares

6. Director(s): Mr. Wang Yongli

7. Shareholders (% of shareholding): Sun Wise Oriented (HK) Co., Limited (100% Ordinary Shares)

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Part 2 – Details of the Company immediately after Completion 1. Name: Sun Wise (UK) Co., Ltd


3. Address of Registered Office: 60 Strand, London, United Kingdom, WC2N 5LR

4. Date and Place of Incorporation: 10 March 2017, England and Wales

5. Issued Shares: 200 Ordinary Shares 1 Class A Preferred Share 10,000,000 Class B Preferred Shares

6. Director(s):

Mr. Chen Jie

PA Eminent Opportunity VI Limited

7. Shareholders (% of shareholding):

Sun Wise Oriented (HK) Co., Limited (100% Ordinary Shares)

PAG (100% Class A Preferred Shares)

China Huarong International Holdings Limited (100% Class BPreferred Shares)

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Part 3 – Details of the Group Companies

Sun Wise Oriented (HK) Co., Limited

1. Name: Sun Wise Oriented (HK) Co., Limited


3. Address of Registered Office: Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong

4. Date and Place of Incorporation: Hong Kong, 11 December 2015

5. Issued Shares: 10,000 ordinary shares

6. Director(s): YU Ting ( )

7. Shareholders (% of shareholding): (100% Ordinary Shares)

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1. Name:

2. Company Number: 120222000342492

3. Address of Registered Office: 2 240

4. Date and Place of Incorporation: June 2015, the PRC

5. Issued Shares: RMB10,000,000.00

6. Director(s):

7. Shareholders (% of shareholding): Zhuoye Group Co. Ltd. ( ) (100%)

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Zhonghong Zhuoye Group Co. Ltd. ( ) 1. Name:

Zhonghong Zhuoye Group Co. Ltd. (

)

3. Address of Registered Office:

2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New UrbanArea), Urumqi, Xinjiang, China ( ( ) 258 2015-431 ).

4. Date and Place of Incorporation: 4 June 2015, the PRC

5. Total investment amount / Registered capital: RMB600,000,000.00

6. Legal representative: Mr. WANG Yonghong

7. Shareholders (% of shareholding): MR. WANG Yonghong (100%)

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Joyful Wellness Limited

1. Name: Joyful Wellness Limited


3. Address of Registered Office: 3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110

4. Date and Place of Incorporation: 30 September 2016, the British Virgin Islands

5. Issued Shares: 1 ordinary share

6. Director(s): ZHOU Rui

7. Shareholders (% of shareholding): Sun Wise Oriented (HK) Co., Limited (100% ordinary shares)

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Schedule 3

Terms of the Preferred Shares

Business Day

means a day on which commercial banks are open for business in the United Kingdom and Hong Kong(excluding Saturdays, Sundays, public holidays in United Kingdom or Hong Kong and any weekday onwhich Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at anytime during 9:00 a.m. to 5:00 p.m.);

Group Company has the meaning given to it in the Investment Agreement;

Investor

means China Huarong International Holdings Limited , a companyincorporated under the laws of Hong Kong;

Issue Date means, in respect of a Preferred Share, the date of the allotment and issuance of such Preferred Share;

Liquidation Event

means any of the following events:

(1) a liquidation, dissolution or winding up of the Company, whether voluntary or not;

(2) any consolidation, amalgamation or merger of the Company with or into any person (as defined in theInvestment Agreement), or any other corporate reorganization of the Company;

(3) a sale of all or substantially all of the assets of the Company; or

(4) any event occurs which has an analogous effect to any of the events referred to in sub-paragraphs (1)to (3) of this definition above;

Preferred Shares means the Class B redeemable preferred shares in the share capital of the Company;

Preferred Shares means the subscription price of US$10.00 per Preferred

Subscription Price Share;

Redemption Event

means any of the following events:

(1) the Company fails to pay any Preferred Fixed Dividend in respect of the Preferred Shares inaccordance with Clause[*](i);

(2) a default or non-compliance is made by any party (other than the Investor) in the performance orobservance of any covenant, condition or provision contained in the Memorandum or the Articles orany of the other Transaction Documents (as defined in the Investment Agreement) to which it is aparty and on its part to be performed;

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(3) (i) any present or future financial indebtedness of any party to a Transaction Document (other than theInvestor) and/or any Group Company (including without limitation the indebtedness under the PAGFacility Documents) for or in respect of moneys borrowed or raised becomes due and payable prior toits stated maturity by reason of any actual or potential default, event of default or the like (howsoeverdescribed), or (ii) any such financial indebtedness is not paid when due or, as the case may be, withinany applicable grace period, or (iii) any party to a Transaction Document (other than the Investor)and/or any Group Company fails to pay when due any amount payable by it under any present orfuture guarantee for, or indemnity in respect of, any moneys borrowed or raised, or (iv) any securitygiven under any Security Documents (as defined in the Investment Agreement) and/or any PAGFacility Document (as defined in the Investment Agreement) has become enforceable;

(4) a resolution is passed or an order of a court of competent jurisdiction is made for the bankruptcy,liquidation, winding up or dissolution of any party to a Transaction Document (other than the Investor)and/or any Group Company;

(5) an encumbrancer takes possession or a receiver is appointed over the whole or a material part of theassets or undertaking of any party to a Transaction Document (other than the Investor) and/or anyGroup Company;

(6) any party to a Transaction Document (other than the Investor) and/or any Group Company is unable topay its debts as and when they fall due;

(7) a distress, execution or seizure order before judgment is levied or enforced upon or issued out againstthe whole or a material part of the property of any party to a Transaction Document (other than theInvestor) and/or any Group Company and is not discharged within thirty (30) days thereof;

(8) any party to a Transaction Document (other than the Investor) and/or any Group Company initiates orconsents to proceedings relating to itself under any applicable bankruptcy, reorganisation orinsolvency law or make an assignment for the benefit of, or enter into any composition with, itscreditors;

(9) proceedings have been initiated against any party to a Transaction Document (other than the Investor)and/or any Group Company under any applicable bankruptcy, reorganisation or insolvency law andsuch proceedings have not been discharged or stayed within a period of thirty (30) days;

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(10) any step is taken by any person for the appointment of a liquidator (including provisional liquidator),receiver, judicial manager, trustee, administrator, agent or similar officer of any party to a TransactionDocument (other than the Investor) and/or any Group Company or over all or any substantial part ofthe assets of such party and/or Group Company;

(11) it is or becomes unlawful for any party to a Transaction Document (other than the Investor) to performor such party is or may otherwise become unable to perform any of its obligations under suchTransaction Document (including, in the case of the Company, the Memorandum and the Articles);

(12) any Transaction Document is not effective in accordance with its terms or is alleged by a party to theTransaction Documents (other than the Investor) to be ineffective in accordance with its terms or anyTransaction Document is or may otherwise become unenforceable;

(13) a party to the Transaction Documents (other than the Investor) repudiates or rescinds a TransactionDocument or expresses an intention to repudiate or rescind a Transaction Document;

(14) the occurrence of any event constituting a Material Adverse Change (as defined in the InvestmentAgreement) in relation to any party to the Transaction Documents (other than the Investor) or anyGroup Company, shares, securities (whether equity or debt) or any legal, beneficial or other right, titleor interest therein;

(15) a representation, warranty or statement made or repeated in or in connection with any TransactionDocument (other than one made or repeated by the Investor) is incorrect when made or deemed to bemade or repeated;

(16) without prejudice to the generality of sub-paragraph (2) of this definition above, the failure by theCompany to comply with clause 10.2.1 of the Investment Agreement;

(17) the Company incurs any indebtedness, assumes any financial obligation, provides or grants anyguarantee, security or indemnity to secure or otherwise create any liability or obligation for or inrespect of any borrowed money, indebtedness or other financial obligation other than pursuant to thePAG Facility Agreement and indebtedness arising from redemption of Preferred Shares;

(18) evidence satisfactory to the Investor of completion having occurred pursuant to the terms of theAcquisition Documents not having been received by the Investor within thirty (30) days of the IssueDate;

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(19) any event occurs which has an analogous effect to any of the events referred to in sub-paragraphs (1)

to (18) of this definition above;

Investment Agreement

means the Investment Agreement in relation to the Company dated 8 May 2017 entered into by and amongthe Investor, the Ordinary Shareholder, the Company and Mr. Wang; and

Shares means shares in the capital of the Company.

The Preferred Shares shall have the preferences, priorities, privileges and rights, and shall be subject to the limitations and restrictions, as set out in theseArticles (including this Clause [*]). In case of conflict between this Clause [*] and any provisions of the Memorandum or the Articles, the provision ofthis Clause [*] shall prevail.

(i) Preferred Fixed Dividend

A Holder of the Preferred Shares (“ Preferred Shareholder ”) shall be entitled to receive dividends, out of any assets legally available therefor, prior andin preference to any declaration or payment of any dividend on the other classes of Shares, at the rate of 11.5 per cent. (11.5%) per annum of the PreferredShares Subscription Price on each outstanding Preferred Share from the Issue Date (the “ Preferred Fixed Dividend ”), payable on a half-yearly basis on2 November 2017, 2 May 2018, 2 November 2018 and 8 May 2019 (each a “ Dividend Payment Date ”). If any Dividend Payment Date wouldotherwise fall on a day which is not a Business Day, it shall be postponed to the next day which is a Business Day unless it would thereby fall into thenext calendar month in which event it shall be brought forward to the immediately preceding Business Day. Such dividends shall be cumulative so that, ifsuch dividends in respect of any previous or current dividend period, at the annual rate specified above, shall not have been paid, the deficiency shall firstbe fully paid before any dividend or other distribution shall be paid or declared. If the Company fails to pay any sum in respect of the Preferred Shareswhen the same becomes due and payable under the Articles, a Preferred Shareholder shall further be entitled to receive an amount which shall accrue onthe overdue sum at the rate of three per cent. (3%) per annum or, if less, the highest rate permitted by applicable law from and including the date uponwhich such sum was due but not paid until all sums due in respect of the Preferred Shares are received by the holders thereof.

The Preferred Fixed Dividend or any accrued amount for overdue sums shall be determined on the basis of a 360-day year consisting of twelve(12) months of thirty (30) days each, and in the case of an incomplete month, the number of days elapsed.

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(ii) Liquidation

In the event of any Liquidation Event, distributions to the Shareholders shall be made in the following manner:

(a) each of the Preferred Shareholders shall be entitled to receive, with respect to each Preferred Share it holds, an amount equal to theaggregate amount (the “ Preference Amount ”) of (i) the Preferred Shares Subscription Price and (ii) a premium which would givethe holder of such Preferred Share an annual rate of return of 11.5 per cent. (11.5%) in respect of the Preferred Shares SubscriptionPrice from the Issue Date up to and including the date of payment in full of the Preference Amount less the aggregate amount of alldividends received by such Preferred Shareholder from the Company in respect of such Preferred Share prior to the commencementof such Liquidation Event;

(b) if the assets and funds available to be distributed among all Preferred Shareholders shall be insufficient to permit the payment to allsuch Preferred Shareholders the full Preference Amount, then the entire assets and funds of the Company legally available fordistribution to such Preferred Shareholders shall be distributed rateably among the Preferred Shareholders in proportion to thenumber of Preferred Shares owned by each such Preferred Shareholder; and

(c) following the receipt by each Preferred Shareholder of the full Preference Amount payable by the Company under Clause [*](ii)(a),

the remaining assets and funds of the Company shall be available for distribution to the holders of the other classes of Shares inproportion to their respective shareholdings of such other classes of Shares.

In any Liquidation Event, if the consideration received by the Company or its Shareholders is other than cash or partly in cash, the value ofsecurities and property paid or distributed pursuant to this Clause [*](ii) shall be computed at fair market value at the time of payment to theCompany or at the time made available to the Shareholders, all as determined by the board of directors of the Company in good faith,provided that:

(a) if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the

average closing price for such securities as quoted on such system or exchange (or the largest value if more than one exchange) for60 trading days immediately preceding such date the value is to be determined; and

(b) if such securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value

shall be the mean between the high bid and low asked prices for such securities on the date the value is to be determined (or if thereare no quoted prices for such date, then for the last preceding business day on which there were quoted prices).

(iii) Redemption option

(a) Each of the Preferred Shares may, subject to the applicable legal restrictions on the Company’s redemption of its Shares, beredeemed in cash at the option of the holder thereof at any time on or after (i) the date falling on the second (2 nd ) anniversary of theIssue Date or (ii) the occurrence of a Redemption Event, upon a Redemption Notice (as defined below) from any PreferredShareholder to the Company.

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The redemption price for each Preferred Share (“ Redemption Price ”) shall be equal to the aggregate amount of:

(i) the Preferred Shares Subscription Price and

(ii) a premium which would give the Preferred Shareholder an annual rate of return of 11.5 per cent. (11.5%) per annum or, if suchPreferred Share is redeemed in connection with a Redemption Event or the entire Redemption Price of such Preferred Share is notpaid by the Company within two (2) Business Days from the receipt of the Redemption Notice, 15 per cent. (15%) per annum inrespect of the Preferred Shares Subscription Price from the Issue Date up to and including the date of payment in full of theRedemption Price, which premium shall be determined on the basis of a 360-day year consisting of twelve (12) months of thirty(30) days each, and in the case of an incomplete month, the number of days elapsed less the aggregate amount of all dividendsreceived by such Preferred Shareholder from the Company in respect of such Preferred Share, for the period commencing on (andincluding) the Issue Date and ending on (and including) the date of payment in full of the Redemption Price.

(b) A notice of redemption by any Preferred Shareholder to be redeemed (the “ Redemption Notice ”) shall be given to the Companyand upon receipt of the Redemption Notice, the Company shall promptly give written notice to each non-requesting PreferredShareholder stating the existence of such Redemption Notice and the mechanics of redemption. The Company shall pay theredeeming Preferred Shareholders the entire Redemption Price within two (2) Business Days from the receipt of the RedemptionNotice, or such other payment scheme as the Company and the redeeming Preferred Shareholders shall mutually determine. TheCompany shall also pay to the redeeming Preferred Shareholders, and references to “Redemption Price” in the Memorandum and theArticles shall be deemed to include, all declared but unpaid dividends and distributions on such Preferred Shares up to and includingthe date of redemption (if any).

(c) The Redemption Price payable to the redeeming Preferred Shareholders pursuant to Clause [*](iii) shall be settled in cash in United

States dollars and paid by the Company to such redeeming Preferred Shareholders by the transfer of immediately available funds tosuch bank account specified in the Redemption Notice.

(d) If on the date of redemption, the number of Preferred Shares that may be legally redeemed by the Company is less than the numberof such Preferred Shares to be redeemed pursuant to this Clause [*](iii), then such excess number of Preferred Shares shall becarried forward and redeemed as soon as the Company has legally available funds therefor. The right of redemption of the PreferredShareholders provided in this Clause [*](iii) shall rank in priority to any redemption by or distribution to holders of any other classesof Shares.

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(e) The Preferred Shares so redeemed shall be cancelled and may not be re-issued.

(f) The Company shall notify promptly the holders of Preferred Shares in writing immediately upon becoming aware of any

Redemption Event or any matter, event or circumstance (including any omission to act) which will in all likelihood give rise to anRedemption Event.

(g) The directors of the Company shall procure that the Company would have sufficient profits available for distribution to make anyredemption of the Preferred Shares required to be made pursuant to this Clause [*](iii).

(iv) Redemption by Company

(a) The Preferred Shares may, subject to the applicable legal restrictions on the Company’s redemption of its Shares, be redeemed incash at the option of the Company at any time on or after the date falling on the first (1 st ) anniversary of the Issue Date, in full butnot part, upon an Early Redemption Notice (as defined below) from the Company to the Preferred Shareholder. Unless previouslyredeemed, exchanged, or cancelled as provided herein, the Company shall redeem each outstanding Preferred Share on the datefalling on the second (2 nd ) anniversary of the Issue Date, in full and not in part, by giving an Early Redemption Notice to each ofthe Preferred Shareholders.

The redemption price for each Preferred Share (“ Early Redemption Price ”) shall be equal to the aggregate amount of:

(i) the Preferred Shares Subscription Price, and

(ii) a premium which would give the Preferred Shareholder an annual rate of return of 11.5 per cent. (11.5%) per annum in respectof the Preferred Shares Subscription Price from the Issue Date up to and including the date of payment in full of the EarlyRedemption Price, which premium shall be determined on the basis of a 360-day year consisting of twelve (12) months of thirty(30) days each, and in the case of an incomplete month, the number of days elapsed less the aggregate amount of all dividendsreceived by such Preferred Shareholder from the Company in respect of such Preferred Share, for the period commencing on andincluding the Issue Date and ending on (and including) the date of payment in full of the Early Redemption Price.

(b) A notice of redemption by the Company to the Preferred Shareholders to be redeemed (the “ Early Redemption Notice ”) shall be

given to all the Preferred Shareholders in writing stating the mechanics of redemption no later than 20 Business Days prior to thedate of

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redemption. The Company shall pay the Preferred Shareholders the entire Early Redemption Price within two (2) Business Daysfrom the date of the Early Redemption Notice, or such other payment scheme as the Company and the Preferred Shareholders shallmutually determine. The Company shall also pay to the Preferred Shareholders, and references to “Early Redemption Price” in theMemorandum and the Articles shall be deemed to include, all declared but unpaid dividends and distributions on such PreferredShares up to and including the date of redemption (if any).

(c) The Early Redemption Price payable to the Preferred Shareholders pursuant to Clause [*](iv) shall be settled in cash in United States

dollars and paid by the Company to the Preferred Shareholders by the transfer of immediately available funds to such bank accountto be notified by the Preferred Shareholders in writing.

(d) The Preferred Shares so redeemed shall be cancelled and may not be re-issued.

(i) The directors of the Company shall procure that the Company would have sufficient profits or reserves available for distribution to makeany redemption of the Preferred Shares pursuant to this Clause [*](iv).

(v) Effect of Redemption Notices

For the avoidance of doubt, upon the giving of a Redemption Notice or an Early Redemption Notice, as the case may be, the RedemptionPrice or the Early Redemption Price, as the case may be, shall automatically and immediately become a debt owing from the Company to thePreferred Shareholders.

(vi) Transferability of Preferred Shares

The Preferred Shares, whether fully or partly paid up, may be transferred in full compliance with the Articles freely, and the board of directorsof the Company shall not otherwise refuse to register the transfer of any Preferred Share.

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Schedule 4

Warranties 1. Company Information

1.1.1 The information relating to the Group Companies in Schedule 2 is true and accurate.

1.1.2 The Company has no interest in, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any otherperson other than the other Group Companies set out in Schedule 2.

1.1.3 None of the Group Companies has carried on any operations or other business activities since incorporation, other than the holding the otherGroup Companies.

1.1.4 Each of the Group Companies is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporationand has all requisite power and authority to own its properties and assets and to carry on its business as now conducted (if any) and asproposed to be conducted. The constitutional documents and certificates and related contracts and agreements of the Group Companies arevalid and have been duly approved or issued (as applicable) by competent authorities.

2. Shares, etc.

2.1.1 The Subscription Shares will, upon their allotment and issuance on Completion have been duly authorised, be properly and validly allotted and

fully paid-up or credited as fully paid-up and non-assessable, have all rights and benefits attaching to them under the Restated Articles and befree from all Encumbrances.

2.1.2 Save for the security granted under the Sun Wise UK Share Charge, there is no Encumbrance, and there is no agreement, arrangement orobligation to create or give an Encumbrance, in relation to any of the shares or unissued shares in the capital of any Group Company. There isno option, warrant, conversion or subscription right, agreement, arrangement or obligation requiring the creation, allotment, issue, transfer,redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption orrepayment of, any shares in the capital of any Group Company (including an option or right of pre-emption or conversion).

2.1.3 There are no outstanding or authorised stock appreciation, phantom stock, profit participation or similar rights with respect to any GroupCompany.

3. Disclosure of Information

All information relating to the Group Companies, the Ordinary Shareholder and their respective Affiliates contained in this Agreement or which has beengiven by or on

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behalf of either of such Parties or its Affiliate to the Investor or its Representatives in the course of the negotiations leading up to this Agreement or in thecourse of any due diligence carried out by or on behalf of the Investor prior to entering into this Agreement was when given, and remains, true andaccurate and not misleading in any respect.

4. Insolvency, etc.

4.1.1 No order has been made, petition presented, resolution passed or meeting convened for the winding-up (or other process whereby the businessis terminated and the assets of any Group Company are distributed among the creditors and/or shareholders or other contributories) of anyGroup Company. There are no cases or proceedings under any applicable insolvency or similar laws in any relevant jurisdiction and no eventshave occurred which, under applicable laws, would justify any such cases or proceedings.

4.1.2 No petition has been presented or other proceedings have been commenced for an administration or judicial management order to be made (or

any other order to be made by which, during the period it is in force, the affairs, business and assets of the company concerned are managed bya person appointed for the purpose by an Authority) in relation to any Group Company nor has any such order been made.

4.1.3 No receiver (including an administrative receiver), liquidator, judicial manager, trustee or custodian (or equivalent in the relevant jurisdiction)

has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of any Group Company and no stephas been taken for or with a view to the appointment of such a person.

4.1.4 No Group Company has taken any step with a view to the suspension of payments or a moratorium of any indebtedness or has made anyvoluntary arrangement with any of its creditors.

5. Borrowings

5.1.1 Save for the Existing Notes, none of the Group Companies has any outstanding loans, borrowings or other liabilities, whether actual orcontingent, or loan capital, nor has it agreed to create or incur any of the foregoing.

5.1.2 Save for the Security Documents, there is no outstanding guarantee, indemnity, suretyship or security (whether or not legally binding) givenby, in favour of or for the benefit of any Group Company.

6. Contracts

Save for the PAG Facility Documents, the Existing Notes and the Acquisition Documents, none of the Group Companies is a party to any contract,commitment, arrangement, transaction, understanding, obligation or liability. None of the Group Companies is in breach of any agreement, deed orundertaking to which it is a party. No party with whom any Group Company has entered into any agreement or arrangement is in default thereunder.None of the Group Companies has lent any

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money or provided any credit or advance to any person. None of the Group Companies has given a power of attorney or any other authority (express,implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or do anything on its behalf.

7. Claims, Litigation and Arbitration

7.1.1 There is no subsisting, unresolved or unsettled claim for damages or otherwise made against any Group Company.

7.1.2 None of the Group Companies is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit,litigation, prosecution, investigation, enquiry, mediation or arbitration and no such claim, legal action, proceeding, suit, litigation, prosecution,investigation, enquiry, mediation or arbitration is pending or threatened by or against any Group Company (or any person for whose acts ordefaults any Group Company may be vicariously liable).

8. Applicable Laws

Each Group Company has complied with all Applicable Laws in all respects, and has not been in, and is not likely to, breach, any Applicable Law in anyrespect.

9. Properties

None of the Group Companies owns or has legal or equitable title or other right or interest in any real property whether in the form of leases or otherwise.

10. Intellectual Property and Information Technology

None of the Group Companies has any interest or right in any intellectual property or information technology. No claims of infringement of anyintellectual property rights or interest have been made by any third party against any Group Company.

11. Employees

None of the Group Companies has any employees. None of the Group Companies maintains any pension, retirement plans, share incentive schemes, shareoption schemes, profit sharing schemes, bonus or other incentive arrangements for or affecting any employees. None of the Group Companies hasbreached any statutory requirement under any applicable employment laws or in relation to the appointment of its directors. No liability has been incurredby any Group Company for its directors or consultants and there are no claims pending or threatened, or capable of arising, against any Group Companyby any director or any third party in respect of an accident or injury which is not fully covered by insurance or in relation to the terms and conditions ofthe appointment of the directors.

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Schedule 5

Form of Put Option Notice

To: [ ]

Dear Sirs,

Exercise of Put Option under the Investment Agreement dated [*] 2017 made between China Huarong International Holdings Limited

, Sun Wise Oriented (HK) Co., Limited , Sun Wise (UK) Co., Ltd and Mr. Wang Yonghong(the “Agreement”)

We hereby give you notice in accordance with Clause 9 of the Agreement of the exercise of the Put Option.

Pursuant to Clause 9 of the Agreement, the number of Put Option Shares to be acquired from us upon completion of the Put Option comprises [*] Preferred Shares.The total Put Option Sale Price for such Put Option Shares is US$[*].

Completion of the transfer of the Put Option Shares shall take place at [* time ] [a.m.]/[p.m.] on [*] (“ Completion Date ”) at [*] (or such other date, time andplace as may be mutually agreed between us in writing).

Terms used in this notice shall have the same meanings as defined in the Agreement. This notice is governed by and shall be construed in accordance with HongKong law.

Yours faithfully,

For and on behalf ofCHINA HUARONG INTERNATIONAL HOLDINGS LIMITED

Name:Title:

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written.

The Investor SIGNED by /s/ Bai Tianhui )for and on behalf of )CHINA HUARONG )INTERNATIONAL HOLDINGS )LIMITED )

)in the presence of: ) /s/ Yang ShulinWitness name: Yang ShulinWitness title: AnalystWitness address: China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong

The Ordinary Shareholder EXECUTED AND DELIVERED ) AS A DEED ) for and on behalf of ) SUN WISE ORIENTED (HK) ) /s/ Yu Ting CO., LIMITED )

) by Yu Ting ) in the presence of: ) /s/ Zhang MianWitness name: Zhang MianWitness title: Legal ManagerWitness address: Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, Beijing, China 100025

The Company SIGNED ) For and on behalf of ) SUN WISE (UK) CO., LTD ) /s/ Yongli Wang by Yongli Wang ) in the presence of: ) /s/ Yu TingWitness name: Yu TingWitness title: Legal ManagerWitness address: Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025

Mr. Wang SIGNED SEALED AND DELIVERED ) AS A DEED by ) MR. WANG YONGHONG ) /s/ Wang Yonghong in the presence of: ) /s/ Yu TingWitness name: Yu TingWitness title: Legal ManagerWitness address: Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025

Exhibit 10.10

JOYFUL WELLNESS LIMITED

HK$1,083,333,334 NOTES DUE 2018

SUBSCRIPTION AGREEMENT

CONTENTS Clause Page

1. INTERPRETATION 2

2. ISSUE OF THE NOTES 5

3. CONDITIONS PRECEDENT 5

4. CLOSING 7

5. WARRANTIES OF THE ISSUER 9

6. UNDERTAKINGS OF THE ISSUER AND THE GUARANTOR 9

7. SELLING RESTRICTIONS AND PRE-CLOSING RESTRICTIONS 11

8. INDEMNIFICATION 11

9. FEES AND EXPENSES 12

10. SURVIVAL 12

11. TIME 12

12. ANNOUNCEMENTS AND CONFIDENTIALITY 12

13. ASSIGNMENT 13

14. ENTIRE AGREEMENT 13

15. COMPLIANCE WITH LAWS 13

16. NOTICES 13

17. LAW AND JURISDICTION 14

18. COUNTERPARTS 16

SCHEDULE 1 17

SCHEDULE 2 21

SCHEDULE 3 26

SCHEDULE 4 45

THIS AGREEMENT is made on 5 May 2017.

BETWEEN

(1) JOYFUL WELLNESS LIMITED , a company with limited liability incorporated under the laws of the British Virgin Islands withBVI company number 1924964 whose registered address is 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands (the “Issuer ”);

(2) ZHONGHONG ZHUOYE GROUP CO., LIMITED , a company with limited liability established under the laws of thePRC whose registered address is No. 2015-431, Shuma Gang Building, No. 258 Gaoxin Street, Urumqi Gaoxin High-tech Industrial Development Zone(New City District), Xinjiang, PRC (the “ Guarantor ”); and

(3) FULLGOAL CHINA ACCESS RQFII FUND SPC , a company incorporated in the Cayman Islands, the registered office of which is at Clifton House,75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund Segregated Portfolio (the “Investor ”).

WHEREAS

(A) The Issuer is a company incorporated in the British Virgin Islands with limited liability.

(B) The Issuer has authorised the creation and issue of HK$1,083,333,334 in aggregate principal amount Notes due 2018 (the “ Notes ”).

(C) The Notes will be in registered form and in a minimum denomination of HK$1,000,000 each and integral multiples of HK$1 in excess thereof. The Noteswill be evidenced by individual Note certificates (substantially in the form set out in Schedule 2, the “ Note Certificates ”). The Investor will be issuedwith a Note Certificate representing its entire holding of the Notes.

(D) In connection with the Notes, (i) a deed of guarantee will be entered into by Wang Yonghong (as defined below) (the “ Personal Guarantee ”), (ii) adeed of guarantee will be entered into by Zhonghong Group (as defined below) (the “ Zhonghong Corporate Guarantee ”), (iii) a deed of guarantee willbe entered into by Sun Wise HK (as defined below) (the “ Sun Wise HK Corporate Guarantee ”) (iv) a share charge will be entered into by TianjinShuzhi (as defined below) (as chargor) and the Investor (as the chargee) in respect of the entire issued share capital of Sun Wise HK (the “ Sun Wise HKShare Charge ”), (v) a share charge will be entered into by Sun Wise HK (as chargor) and the Investor (as chargee) in respect of the entire issued sharecapital of Sun Wise UK (as defined below) (the “ Sun Wise UK Share Charge ”), (vi) a share charge will be entered into by Sun Wise HK (as chargor)and the Investor (as chargee) in respect of the entire issued share capital of the Issuer (the “ Joyful Wellness Share Charge ”), and (vii) a letter of intentwill be entered into by Zhonghong Stocks and the Investor whereby Zhonghong Stocks agrees to purchase all the share capital of Sun Wise HK fromTianjin Shuzhi upon the trigger of certain conditions (the “ Letter of Intent ”), each on the Closing Date (as defined below).

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IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement the following expressions have the following meanings:

“ Board ” means the board of directors of the Issuer from time to time;

“ Business Day ” means a day on which commercial banks and foreign exchange markets settle payments in Hong Kong excluding any day in HongKong on which a typhoon signal number 8 or above or a “black” rainstorm warning is hoisted;

“ Closing ” means closing in accordance with Clause 4 ( Closing );

“ Closing Conditions ” means the conditions set out in Clause 3.1 ( Closing Conditions );

“ Closing Date ” means, subject to Clause 11 ( Time ), (x) 5 May 2017 or (y) such date as agreed between the Investor and the Issuer;

“ Companies Ordinance ” means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong);

“ HK$ ”, “ Hong Kong Dollar ” or “ Hong Kong dollar ” denotes the lawful currency of Hong Kong;

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

“ Insolvency Event ”, in relation to any person, means any of the following events:

(a) such person is insolvent or unable to pay its debts as they fall due;

(b) an administrator, receiver or liquidator of such person or the whole or a substantial part of the undertaking, assets and revenues of such person

is appointed (or an application for any such appointment is made except where disputed by such person acting diligently and in good faith andthe application for appointment is dismissed within 10 Business Days); or

(c) an event having a substantially similar effect to any of the events referred to in paragraphs (a) to (b) above happens under the laws of anyjurisdiction;

“ Issue Documents ” means the Note Certificate, the Note Conditions, the Personal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HKCorporate Guarantee, the Sun Wise HK Share Charge, the Sun Wise UK Share Charge, the Joyful Wellness Share Charge and the Letter of Intent;

“ Issue Price ” means, in respect of any Notes, 100 per cent. of the aggregate principal amount of such Notes;

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“ Issuer and Guarantor Warranties ” means those statements set out in Schedule 1 ( Issuer Warranties ) and an “ Issuer and Guarantor Warranty ”means any one of them;

“ Liabilities ” means all present and future liabilities and obligations at any time, of the Issuer to any of the Investor, Sun Wise HK, Sun Wise UK andTianjin Shuzhi under the Notes, Issue Documents and any inter-group loans or other financing arrangements provided by Sun Wise UK, Sun Wise HK orTianjin Shuzhi to the Issuer (if any), both actual and contingent and whether incurred solely or jointly or in any other capacity.

“ Losses ” means any and all losses, fines, penalties, costs, claims, damages, liabilities, judgments, settlements, awards, out-of-pocket costs, expenses andattorneys’ fees (including any such costs, expenses and fees incurred in enforcing a party’s right to indemnification hereunder) and penalties and interestassociated therewith, if any, in each case;

“ Note Conditions ” means the terms and conditions of the Notes as set out in Schedule 3 ( Terms and Conditions of the Notes ) of this Agreement, andany reference to a numbered “ Note Condition ” is to the correspondingly numbered provision of the conditions of the Notes;

“ Noteholder ” has the meaning given to such term in the Note Conditions;

“ Note Register ” has the meaning given to such term in the Note Conditions;

“ Notice ” means a notice given pursuant to the terms of this Agreement and shall be construed in accordance with Clause 16;

“ person ” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or otherentity, whether or not having separate legal personality;

“ Regulation S ” shall mean Regulation S under the Securities Act;

“ Securities Act ” means the United States Securities Act of 1933, as amended;

“ Subscription ” means the subscription by the Investor for the Notes on the terms and subject to the conditions set out in this Agreement;

“ Sun Wise HK ” has the meaning given to it in the Note Conditions;

“ Sun Wise UK ” has the meaning given to it in the Note Conditions;

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection withany failure to pay or any delay in paying any of the same);

“ Tianjin Shuzhi ” has the meaning given to it in the Note Conditions;

“ US$ ”, “ United States Dollar ” or “ United States dollar ” denotes the lawful currency of United States of America;

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“ Wang Yonghong ” has the meaning given to it in the Note Conditions;

“ Zhonghong Group ” has the meaning given to it in the Note Conditions; and

“ Zhonghong Stocks ” has the meaning given to it in the Note Conditions.

Interpretation

Unless the context otherwise requires or unless otherwise specified herein, in this Agreement:

1.1.1 any reference to any party shall be construed so as to include its successors in title and permitted assigns;

1.1.2 any reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated;

1.1.3 a reference in Schedule 1 ( Issuer Warranties ) to the Issuer’s knowledge, information or belief means the knowledge, information and belief

of each director of the Issuer and is deemed to include the knowledge, information and belief which such persons have or would have if theyhad made all due and careful enquiries;

1.1.4 a provision of law is a reference to that provision as amended or re-enacted;

1.1.5 a time of day is a reference to Hong Kong time;

1.1.6 words denoting the singular number only shall include the plural number also and vice versa ;

1.1.7 words denoting one gender only shall include the other genders; and

1.1.8 references to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors shall be deemed to include, inrespect of any jurisdiction other than Hong Kong, references to such action, remedy or method of judicial proceeding for the enforcement ofthe rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method ofjudicial proceeding described or referred to in these presents.

1.2 Clauses and Schedules

Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.

1.3 Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primarylegislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

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1.4 Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

1.5 Agreed Form

Any reference herein to a document being in “ agreed form ” means that the document in question has been agreed between the proposed parties theretoin writing, subject to any amendments that the parties may agree in writing prior to the Closing Date.

2. ISSUE OF THE NOTES

2.1 Undertaking to issue Notes

The Issuer undertakes to the Investor that, subject to and in accordance with the provisions of this Agreement, the Notes will be issued on the ClosingDate in accordance with this Agreement and the Issue Documents.

2.2 Undertaking to subscribe

The Investor undertakes to the Issuer that, subject to and in accordance with the provisions of this Agreement, it will subscribe and pay for the Notes atthe Issue Price in Hong Kong dollars (or its equivalent in United States dollars if so requested by the Issuer at an exchange rate agreed between the Issuerand the Investor) less:

(a) the first interest payment of the Notes in the amount of HK$65,000,000; and

(b) the arrangement fee contemplated under Clause 9.1 below in the amount of HK$10,833,333.34,

as soon as practicable on or around the Closing Date and in accordance with the provisions of this Agreement and the Issue Documents.

3. CONDITIONS PRECEDENT

3.1 Closing Conditions

Completion of the issue under Clause 2.1 ( Undertaking to issue Notes ) and the subscription under Clause 2.2 ( Undertaking to subscribe ) is conditionalupon:

3.1.1 the Investor receiving on or before the Closing Date a copy of each of:

(a) the Memorandum and Articles of Association of each of the Issuer, Sun Wise HK, Zhonghong Group and Tianjin Shuzhi;

(b) the resolution(s) of the sole director of the Issuer authorising the execution of the Issue Documents to which it is a party, the issue ofthe Notes and the entry into and performance of the transactions contemplated hereby and thereby; and

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(c) the resolution(s) of the directors of each of Sun Wise HK, Zhonghong Group and Tianjin Shuzhi authorising the execution of theIssue Documents to which it is a party and the entry into and performance of the transactions contemplated hereby and thereby;

(d) in respect of the Issuer, a copy of the:

(i) Register of Directors

(ii) Register of Members

(iii) Register of Charges (if any)

(iv) a Certificate of Incumbency issued by the registered agent of the Issuer; and

(v) a Certificate of Good Standing issued by the registrar of corporate affairs of the British Virgin Islands

each in form and substance satisfactory to the Investor.

3.1.2 the remaining Issue Documents and other related documents are executed on or before the Closing Date by or on behalf of all parties thereto;

3.1.3 the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Herbert SmithFreehills, legal advisers to the Investor as to Hong Kong and English law;

3.1.4 the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Jingtian &Gongcheng, legal advisers to the Investor as to the laws of the People’s Republic of China;

3.1.5 the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Walkers, legaladvisers to the Investor as to the laws of the British Virgin Islands;

3.1.6 the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Michael Li &Co., legal advisers to the Issuer as to the laws of Hong Kong;

3.1.7 the Investor receiving a closing certificate on the Closing Date dated the Closing Date, addressed to the Investor, signed by the sole director ora duly authorised signatory on behalf of the Issuer in the form set out in Schedule 4;

3.1.8 since the date of this Agreement up to and including the Closing Date, in the opinion of the Investor, there having been no adverse change, orany development reasonably likely to involve an adverse change, in the financial or trading position, condition (financial or otherwise), resultsof operations, profitability, shareholders’ equity, business, properties, general affairs, management or prospects of the Issuer that is material inthe context of the issue of the Notes; and

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3.1.9 the Issuer and Guarantor Warranties remaining true, accurate and not misleading in each case in all respects,

provided , however , that the Investor may, at its discretion, waive satisfaction of any of the Closing Conditions in Clause 3.1.9.

3.2 Fulfilment

3.2.1 The Issuer shall use its best endeavours to procure the fulfilment of the Closing Conditions in Clauses 3.1.1 to 3.1.6 ( Closing Conditions ) andshall keep the Investor duly informed of its progress towards obtaining fulfilment of the Closing Conditions.

3.2.2 Should the Issuer or the Investor become aware of anything which will or is reasonably likely to prevent any of the Conditions from beingsatisfied, it shall forthwith disclose the same to the other party.

3.3 Non-Fulfilment

If the Closing Conditions are not either waived or satisfied, as the case may be, by 10:00 a.m. on the Closing Date or such later time and/or date as maybe agreed between the Issuer and the Investor, this Agreement shall automatically terminate, and no party will have any claim against the other for costs,damages, compensation or otherwise save for any antecedent breach (including, for the avoidance of doubt, any breach of Clause 3.2 ( Fulfilment )) andthe fees and expenses contemplated under Clause 9.2.

4. CLOSING

4.1 Closing

Subject to the satisfaction of all the Closing Conditions or as otherwise waived in accordance with Clause 3.1, the closing of the subscription for and issueof the Notes shall take place on the Closing Date.

4.2 Issuer’s obligations

On or prior to the Closing Date, the Issuer shall deliver or arrange to be delivered to the Investor:

(a) a copy of the Note Register showing the name of the Investor as the holder of the Notes;

(b) duly executed copies of the Personal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HK Corporate Guarantee, theSun Wise HK Share Charge, the Sun Wise UK Share Charge, the Joyful Wellness Share Charge and the Letter of Intent;

(c) a duly executed Note Certificate representing the aggregate principal amount of the Notes;

(d) a closing certificate pursuant to Clause 3.1 ( Closing Conditions );

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(e) copies of the resolutions specified in Clause 3.1.1 ( Closing Conditions );

(f) a copy of the US$250,000,000 secured financing agreement (“ Sun Wise HK Financing Agreement ”) entered into by certain

entities (as lender) and Sun Wise HK (as borrower) together with evidence satisfactory to the Investor that the funds contemplatedunder the Sun Wise HK Financing Agreement have been transferred to Sun Wise HK; and

(g) evidence satisfactory to the Investor that (i) US$50,000,000 has been deposited into an escrow account in the joint name of SunWise UK and other parties; (ii) US$20,000,000 has been transferred to an account designated by Sun Wise HK and notified to theInvestor in writing and (iii) such funds, together with the Notes (when issued) and syndicated bank loans obtained by Sun Wise HK,will be in excess of US$450,000,000.

4.3 Investor’s obligations

As soon as practicable, on or around the Closing Date and subject to Clause 2.2 above, the Investor shall pay the Issue Price to the Issuer by transfer inHong Kong Dollars, to the account(s) agreed between the Issuer and the Investor at least 5 Business Days prior to the Closing Date.

4.4 Issuer’s Failure to Complete

If the provisions of Clause 4.2 ( Issuer’s obligations ) are not complied with by the Issuer, the Investor may:

4.4.1 defer the Closing Date to a date determined at its sole discretion; or

4.4.2 terminate this Agreement without liability of any kind and without prejudice to any rights it may have in respect of any antecedent breaches ofthis Agreement.

4.5 Investor’s Failure to Complete

If the provisions of Clause 4.3 ( Investor’s obligations ) are not complied with by the Investor, the Issuer may:

4.5.1 defer the Closing Date to a date determined at its sole discretion; or

4.5.2 terminate this Agreement without liability of any kind and without prejudice to any rights it may have in respect of any antecedent breaches ofthis Agreement.

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5. WARRANTIES OF THE ISSUER

5.1 General

Each of the Issuer and the Guarantor represents, warrants and undertakes to the Investor that each Issuer and Guarantor Warranty is true, accurate and notmisleading at the date of this Agreement and as at the Closing Date by reference to the facts and circumstances as at the Closing Date.

5.2 Warranties independent and separate

Each of the Warranties shall be construed as an independent and separate warranty and shall not be limited or restricted by reference to or inference fromthe terms of any other Warranty or any other term of this Agreement.

5.3 Change in matters represented

Each of the Issuer and the Guarantor shall forthwith notify the Investor of anything which at any time prior to the Closing Date has or may have rendered,or will or may render, untrue or incorrect in any respect any Issuer and Guarantor Warranty as if it had been made or given at such time with reference tothe facts and circumstances then subsisting.

6. UNDERTAKINGS OF THE ISSUER AND THE GUARANTOR

6.1 Use of Proceeds

6.1.1 The Issuer will use the net proceeds from the issue of the Notes to directly or indirectly on-lend to Sun Wise UK to finance Sun Wise UK’spurchase of certain shares in SeaWorld Entertainment Inc. from Blackstone Group LP.

6.1.2 The Issuer will not, directly or indirectly, use the proceeds from the issue of the Notes, or lend, contribute or otherwise make available all orany part of such proceeds to, or for the benefit of, any subsidiary, joint venture partner, country, territory or other individual or entity:

(a) to fund or facilitate any activities or business of or with any individual entity or in any country or territory that, at the time of suchfunding or facilitation, is the subject of Sanctions (as defined in paragraph 14 of Schedule 1 ( Issuer Warranties )); or

(b) in any other manner or for any other purpose that will result in a violation of any Sanctions or anti-bribery laws referred to inparagraph 12 of Schedule 1 ( Issuer Warranties ) or Anti-Money Laundering Laws (as defined in paragraph 13 of Schedule 1 (Issuer Warranties )) by any individual or entity, including any individual or entity participating in the offering, whether asunderwriter, adviser, investor or otherwise.

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6.2 Termination of the Agreement

6.2.1 This Agreement shall terminate upon:

(a) redemption in accordance with Note Condition 7 pursuant to which each Noteholder receives the full amount payable to it pursuantto such Note Condition; or

(b) notwithstanding anything contained in this Agreement, the Investor may give a termination notice to the Issuer at any time prior tothe payment of the net proceeds of the issue of the Notes to the Issuer on the Closing Date if:

(i) Inaccuracy of representation : any Issuer and Guarantor Warranty is or proves to be untrue or incorrect on the date ofthis Agreement or on any date on which it is deemed to be repeated;

(ii) Breach of obligation : the Issuer or Guarantor fails to perform any of its obligations under this Agreement; or

(iii) Failure of condition precedent : any of the conditions in Clause 3.1 ( Closing Conditions ) is not satisfied nor waivedby the Investor on the Closing Date.

6.2.2 For the avoidance of doubt, a termination pursuant to this Clause 6.2 shall be without prejudice to any accrued rights and Clauses 10 ( Survival), 12.2 ( Confidentiality ), 16 ( Notices ) and 17 ( Law and Jurisdiction ) shall survive such termination.

6.3 Source of funds for payment of interest and principal

For so long as the Notes are outstanding, the Guarantor undertakes:

6.3.1 to use the cash flows generated from its business to assist the Issuer in repaying the principal and interest under the Notes;

6.3.2 to use any proceeds generated from financing transactions by it or its subsidiaries (including Zhonghong Stocks) to assist the Issuer inrepaying the principal, interest and other amounts payable under the Notes and Issue Documents; and

6.3.3 that any funds that need to be transferred from within the PRC to outside the PRC for the purpose of repaying the principal, interest and otheramounts payable under the Notes and Issue Documents will be conducted in a reasonable and lawful manner.

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6.4 Priority of Payment

The parties to this Agreement agree that the Liabilities owed by Issuer to the Investor, Sun Wise HK, Sun Wise UK and Tianjin Shuzhi respectively shallrank in right and priority of payment in the following order and are postponed and subordinated to any prior ranking Liabilities as follows:

6.4.1 first, the Notes and the Issue Documents; and

6.4.2 second, any inter-group loans or other financing arrangements provided by Sun Wise HK, Sun Wise UK or Tianjin Shuzhi to the Issuer (ifany).

7. SELLING RESTRICTIONS AND PRE-CLOSING RESTRICTIONS

7.1 No action has been taken or will be taken in any jurisdiction by the Investor or the Issuer that would, or is intended to, permit a public offering of theNotes, or possession or distribution of any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for thatpurpose is required.

7.2 The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or for the account orbenefit of any U.S. person, as defined in Regulation S under the Securities Act except pursuant to any exemption from, or in a transaction not subject to,the registration requirements of the Securities Act.

7.3 From the date of this Agreement until and including the Closing Date (or date of termination of this Agreement if earlier), each of the Issuer and theGuarantor undertakes to the Investor that it will comply with Condition 4 of the Note Conditions.

8. INDEMNIFICATION

8.1 Indemnity by Issuer and Guarantor

After Closing, each of the Issuer and the Guarantor undertakes to the Investor that if the Investor incurs any Losses attributable to:

8.1.1 any inaccuracy, alleged inaccuracy or any breach of any representation and warranty by the Issuer or the Guarantor of any Issuer andGuarantor Warranty (on the date of this Agreement or on any date when it is deemed to be repeated);

8.1.2 any breach or alleged breach by the Issuer or the Guarantor of any of its undertakings in this Agreement including, but without limitation, thefailure by the Issuer to issue the Notes;

8.1.3 the failure or alleged failure by the Issuer, the Guarantor or any of their directors or officers to comply with any requirements of statute orregulation in relation to the issue of the Notes; or

8.1.4 investigating, disputing, defending or preparing to defend any such matter as is described in Clause 8.1.1, 8.1.2 or 8.1.3,

the Issuer and the Guarantor shall, jointly and severally, pay to the Investor an amount equal to such Losses on an after tax basis as soon as possiblefollowing receipt of evidence of such Losses.

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9. FEES AND EXPENSES

9.1 The Issuer (failing which the Guarantor) shall, on the Closing Date, pay to the Investor an arrangement fee of one per cent. of the aggregate principalamount of the Notes (which for the avoidance of doubt, is HK$10,833,333.34). The Investor is entitled to deduct the arrangement fee from thesubscription moneys for the Notes.

9.2 The Issuer shall bear all costs and expenses, regardless of whether the Notes contemplated under this Agreement are successfully issued, including:

9.2.1 all fees of agents, representatives, solicitors, accountants, actuaries and other advisers employed by either party (including, without limitationthe fees and expenses of the Investor’s lawyers as well as third party translation costs);

9.2.2 taxes, duties, assessments or governmental charges; and

9.2.3 all stamp, registration and other taxes and duties,

in connection with the negotiation, preparation, execution and performance of this Agreement and the Issue Documents and the issue of the Notes.

10. SURVIVAL

The provisions of this Agreement shall continue in full force and effect notwithstanding the completion of the arrangements set out herein for the issue ofthe Notes.

11. TIME

Any date or period specified herein may be postponed or extended by mutual agreement between the parties but, as regards any date or period originallyfixed or so postponed or extended, time shall be of the essence.

12. ANNOUNCEMENTS AND CONFIDENTIALITY

12.1 Announcements

12.1.1 Except as required by law or by a governmental or regulatory or supervisory body or authority of competent jurisdiction to whose rules theparty making the announcement or disclosure is subject (including, but not limited to, any requirements of the U.S. Securities and ExchangeCommission), no announcement or circular or disclosure in connection with the existence or subject matter of this Agreement shall be made orissued by or on behalf of a party without the prior written approval of the other party (such approval not to be unreasonably withheld ordelayed).

12.1.2 Where any announcement or disclosure is made in reliance on the exception in Clause 12.1.1, the party making the announcement or

disclosure shall so far as practicable consult with the other party in advance as to the form, content and timing of the announcement ordisclosure.

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12.2 Confidentiality

Subject to Clause 12.1 and except as required by law, regulation or legal process, the terms of this Agreement, the Issue Documents and the issue of theNotes (“ Confidential Information ”) are confidential and shall not be disclosed to any third party (except to any person with a beneficial interest in theInvestor, the legal and financial advisers of the parties and to bona fide purchasers of the Notes and except as required by law or by regulations to whichthe Issuer is subject). If the Issuer or Guarantor is required by law, legal process or regulation to disclose any Confidential Information, it shall, at areasonable time before making any such disclosure or filing, and to the extent permitted by law consult with the Investor regarding such disclosure anduse reasonable efforts to seek confidential treatment for such portions of the disclosure or filing as may be reasonably requested by the Investor.

13. ASSIGNMENT

The Issuer shall not assign or transfer any of its rights and obligations under this Agreement without the prior consent in writing of the Investor. TheInvestor may assign or transfer any of its rights under this Agreement without the prior consent of the Issuer.

14. ENTIRE AGREEMENT

This Agreement together with the Issue Documents constitutes the entire agreement of the parties about its subject matter and supersedes all previousagreements, understandings and negotiations on that subject matter.

15. COMPLIANCE WITH LAWS

The Issuer’s and Guarantor’s obligations under this Agreement and the Issue Documents are subject to the performance of such obligations not beingreasonably and objectively expected to contravene or constitute a breach of any applicable laws and regulations. Each of the Issuer and Guarantor agreesto comply with such obligations to the extent permitted under any applicable laws and regulations.

16. NOTICES

16.1 Addresses for notices

A Notice under or in connection with this Agreement shall be:

16.1.1 in writing and in English or in Chinese; and

16.1.2 delivered personally, sent by fax with confirmation receipt followed by mail posted within 24 hours or sent by courier to the party due to

receive the Notice at the facsimile number or address referred to in Clause 16.2 or such other facsimile number or address as a party mayspecify by notice in writing to the other parties received before the Notice was despatched.

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16.2 For the purposes of this Clause 16, a Notice shall be sent to the facsimile numbers or addresses and for the attention of those persons set out below:

16.2.1 in the case of the Issuer:

Address: Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon

Fax Number: +852 3184 0111

Attention: Mr. Rui Zhou

16.2.2 in the case of the Guarantor:

Address:

Zhonghong Zhuoye Group, Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District.Beijing. China 100025

Fax Number: +86 010 85356953

Attention: Yu Ting

16.2.3 in the case of the Investor:

Address: Room 2404-5 Man Yee Building, 68 Des Voeux Road Central, Hong Kong

Fax Number: +852 3713 3023

Attention: Ken Hui

or to such other address or facsimile number as the relevant party may have notified to the other by not less than 7 days’ written notice to the other partybefore the Notice was despatched.

16.3 Unless there is evidence that it was received earlier, a Notice is deemed given if:

16.3.1 delivered personally, when left at the address referred to in Clause 16.2;

16.3.2 sent by courier, two (2) business days after posting it; or

16.3.3 sent by fax, when confirmation of its transmission has been recorded on the sender’s fax machine.

17. LAW AND JURISDICTION

17.1 Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

17.2 Jurisdiction

17.2.1 Subject to Clause 17.2.3 below, the courts of England have non-exclusive jurisdiction to settle any dispute or claim arising out of or in

connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including anynon-contractual dispute or claim) (a “ Dispute ”).

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17.2.2 Subject to Clause 17.2.3 below, the parties to this Agreement agree that the courts of England are the most appropriate and convenient courtsto settle Disputes and accordingly the Issuer and the Guarantor will not:

(a) argue to the contrary; or

(b) initiate or pursue any proceedings relating to a Dispute in any jurisdiction other than England.

17.2.3 Notwithstanding Clauses 17.2.1 and 17.2.2 above, the Investor shall not be prevented from initiating or pursuing proceedings relating to aDispute in any other courts with jurisdiction. To the extent allowed by law, the Investor may initiate or pursue:

(a) proceedings in any other court; and

(b) concurrent proceedings in any number of jurisdictions,

irrespective of whether proceedings have already been initiated by any party in England. Each of the Issuer and the Guarantor irrevocablywaives any right that it may have to claim that the action has been brought in an inconvenient forum.

17.3 Process Agent

Without prejudice to any other mode of service allowed under any relevant law, each of the Issuer and the Guarantor:

17.3.1 irrevocably appoints Sun Wise (UK) Co., Ltd at its place of business at 60 Strand, London, United Kingdom WC2N 5LR as its agent forservice of process in relation to any proceedings before the courts of England in connection with this Agreement; and

17.3.2 agrees that failure by a process agent to notify the Issuer or the Guarantor of the process will not invalidate the proceedings concerned.


A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement,but this shall not affect any right or remedy which exists or is available apart from such Act.

17.5 Waiver of immunity

To the extent that the Issuer or the Guarantor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment(whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may beattributed in any such jurisdiction to the Issuer, the Guarantor or their assets or revenues, each of the Issuer and the Guarantor agrees not to claim andirrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

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18. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executedshall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties.

AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement the day and year first before written.

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SCHEDULE 1ISSUER AND GUARANTOR WARRANTIES

Each of the Issuer and the Guarantor hereby represents, warrants and undertakes to the Investor as follows:

1. each of the Issuer and the Guarantor is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, is not inliquidation or receivership and has full power and authority to own its properties and assets and conduct its business, and is lawfully qualified to dobusiness in those jurisdictions in which business is conducted by it;

2. each of the Issuer and the Guarantor has the necessary power and authority and has obtained all necessary consents to enter into and perform thisAgreement and the Issue Documents to which it is a party, and that this Agreement and the Issue Documents to which it is a party have been, or will be,as the case may be, duly authorised and executed by the Issuer and the Guarantor, as the case may be, and constitutes or will constitute valid and legallybinding obligations of the Issuer and the Guarantor, as the case may be, and the execution, delivery and performance by the Issuer and the Guarantor ofthis Agreement and the Issue Documents to which they are a party do not and will not result in a breach of any provisions of its constitutional documentsor of any applicable laws;

3. the Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at leastpari passu with all other present and future secured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that areboth mandatory and of general application;

4. the Zhonghong Corporate Guarantee will constitute direct, general and unconditional obligations of the Guarantor which will at all times rank pari passuamong themselves and at least pari passu with all other present and future secured obligations of the Guarantor, save for such obligations as may bepreferred by provisions of law that are both mandatory and of general application;

5. no action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filingor registration) for the issue of the Notes, the execution and delivery of the Issue Documents, the carrying out of the transactions contemplated by theIssue Documents or the compliance by the Issuer or the Guarantor with the terms of the Notes and the Issue Documents to which they are a party;

6. the execution and delivery of the Issue Documents, the issue of the Notes, the carrying out of the transactions contemplated by the Issue Documents andcompliance with their terms do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, thearticles of association or by-laws or similar organisational documents constituting the Issuer or the Guarantor or any indenture, trust deed, mortgage, loanagreement, lease or other agreement or instrument to which the Issuer is a party or by which the Issuer or the Guarantor or any of the Issuer’s or theGuarantor’s properties are bound or (ii) violate and/or infringe any existing applicable licence, authorisation, law, rule, regulation, judgment,

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arbitral award, order or decree of any government, governmental or regulatory body, court or tribunal, domestic or foreign, having jurisdiction over theIssuer or the Guarantor or any of the Issuer’s or Guarantor’s properties;

7. since 31 December 2016, there has been no change (nor any development or event involving a prospective change of which the Issuer is, or mightreasonably be expected to be, aware) which is materially adverse to the financial position, condition (financial or otherwise), results of operations,profitability, shareholders’ equity, business, properties, general affairs, management or prospects of the Issuer or the Guarantor or which would adverselyaffect the ability of each of the Issuer or Guarantor to perform its obligations under the Issue Documents to which it is a party or the Notes or which ismaterial in the context of the issue of the Notes (“ Material Adverse Effect ”);

8. neither the Issuer nor the Guarantor is in breach of, violation of or in default in the performance of any obligation under any agreement, covenant orcondition contained in any indenture, trust deed, loan agreement, mortgage, lease or other agreement, instrument, document or contract to which it is aparty or which is binding on it or any of its real property and other assets owned by it or any rights or interests thereto in each case as are necessary toconduct the business now operated by it ( “Assets” ) or revenues, which breach, violation or default would, individually or in aggregate, have a MaterialAdverse Effect;

9. the entry into by each of the Issuer and the Guarantor of the Notes and the Issue Documents to which it is a party constitutes, and the exercise by theIssuer of its rights and performance under the Notes and the Issue Documents will constitute, private and commercial acts performed for private andcommercial purposes. Neither the Issuer nor the Guarantor nor any of their assets or properties has any immunity in respect of their obligations under theIssue Documents, the Notes or from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior tojudgment or attachment in aid of execution or otherwise) under the laws of Hong Kong or England (as the case may be);

10. neither the Issuer nor the Guarantor is engaged in any litigation, arbitration, governmental or regulatory proceeding which (individually or in aggregate)would have or has had a significant and adverse effect on the financial position of the Issuer or the Guarantor or which individually or collectively arematerial for disclosure in the context of the issue of the Notes, and no such litigation, arbitration or proceeding is threatened or pending;

11. neither the Issuer nor the Guarantor is (i) in violation of its articles of association or by-laws or similar organisational documents or (ii) in violation of anylicence, authorisation, law, rule, regulation, judgment, arbitral award, order or decree of any government, governmental body, regulatory authority, courtor tribunal, domestic or foreign, having jurisdiction over the Issuer or any of its properties;

12. with respect to each of the Issuer and the Guarantor, no event has occurred nor has any event occurred which, with the giving of notice and/or lapse oftime and/or fulfilment of any other requirement would result in an Insolvency Event;

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13. neither the Issuer or the Guarantor nor any director, officer, or, to the best knowledge of the Issuer or the Guarantor (after due and careful enquiry) agent,employee, affiliate or other person acting on behalf of the Issuer, is aware of or has taken any action, directly or indirectly, that would result in a violationby such persons of:

(i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ” ), or any other applicable anti-bribery or anti-corruption law or regulation similar to the FCPA (including but not limited to, the UK Bribery Act of 2010) in any otherjurisdiction, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly infurtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, orauthorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party orofficial thereof or any candidate for foreign political office, in contravention of the FCPA; or

(ii) any applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction, and the Issuer and its affiliates have conductedtheir businesses in compliance with the FCPA and all applicable anti-bribery or anti-corruption laws and regulations of any such otherjurisdiction and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue toensure, continued compliance and the prevention of violation of, such laws, rules and regulations;

14. the operations of the Issuer and the Guarantor are and have been conducted at all times in compliance with all applicable financial recordkeeping andreporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “ USA PATRIOT Act ” ), and the applicable anti-money launderinglaws, regulations, rules and guidelines in each jurisdiction where the Issuer conducts business and any related or similar rules, regulations or guidelines,issued, administered or enforced by any applicable governmental agency (collectively, the “ Anti-Money Laundering Laws ” ), and no action, suit orproceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer with respect to the Anti-MoneyLaundering Laws is pending or threatened;

15. none of the Issuer or the Guarantor nor any director, officer, employee, agent, affiliate or other person acting on behalf of the Issuer or the Guarantor, isan individual or entity that is, or is owned or controlled by an individual or entity that is:

(a) the subject of any sanctions administered or enforced by the U.S. Government (including, without limitation, the U.S. Department ofTreasury’s Office of Foreign Assets Control ( “ OFAC ” ), the U.S. Department of State pursuant to the Iran Sanctions Act, as amended, theUnited Nations Security Council ( “ UNSC ” ), the Council of the European Union ( “ EU ” ) or Her Majesty’s Treasury ( “ HMT ” ) or otherrelevant sanctions authority or is an individual or entity listed on any list of specially-designated and/or restricted individuals, entities and/ororganisations published by any of OFAC, HMT, the EU, the U.S. or other relevant sanctions authority (collectively, “ Sanctions ” ); or

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(b) located, organised or resident in a country or territory that is the subject of Sanctions;

16. for the past five years, neither the Issuer nor the Guarantor has engaged in, and neither the Issuer nor the Guarantor is now engaged in, any projects,dealings or transactions with any government, individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was thesubject of Sanctions;

17. the Issuer will not, directly or indirectly, use the proceeds of the offering of the Notes, or lend, contribute or otherwise make available all or any part ofsuch proceeds to, or for the benefit of, any subsidiary, joint venture partner, country, territory or other individual or entity:

(a) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such fundingor facilitation, is the subject of Sanctions; or

(b) in any other manner or for any other purpose that will result in a violation of Sanctions, anti-bribery laws referred to in paragraph 12 of this

Schedule 1 ( Issuer Warranties ) or Anti-Money Laundering Laws (as defined in paragraph 13 of this Schedule 1 ( Issuer Warranties )) by anyindividual or entity, including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise;

18. the Issuer is a “foreign issuer” (as such term is defined in Regulation S) which reasonably believes that there is no “substantial U.S. market interest” (assuch term is defined in Regulation S) in its debt securities;

19. neither the Issuer or the Guarantor nor any persons acting on its or their behalf (which for the avoidance of doubt shall not include the Investor) haveengaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Notes and it and they havecomplied and will comply with the offering restrictions requirement of Regulation S; and

20. neither the Issuer or the Guarantor has received notice of nor is the Issuer or Guarantor aware of any police, legal, arbitral, governmental or anyregulatory investigations or pending claims, actions, suits or proceedings in relation to Sanctions against or affecting the Issuer or Guarantor or any oftheir directors, officers or any of the Issuer’s or Guarantor’s properties and no such investigations, claims, actions, suits or proceedings are threatened orcontemplated.

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SCHEDULE 2FORM OF NOTE CERTIFICATE

Serial Number:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES EXCEPT PURSUANT TO TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


(the “Issuer”)(incorporated in the British Virgin Islands with liability limited)

HK$1,083,333,334 Notes due 2018

This Note Certificate is issued in respect of the notes due 2018 (the “ Notes ”) of Joyful Wellness Limited (the “ Issuer ”) issued pursuant to thearticles of association, the resolutions of the sole director of the Issuer passed on May 2017, and the subscription agreement dated 5 May 2017 entered into byand among the Issuer, Zhonghong Zhuoye Group Co., Limited and FULLGOAL CHINA ACCESS RQFII FUND SPC (as amendedor supplemented from time to time) (“ Subscription Agreement ”).

Words and expressions used in the Subscription Agreement and the Conditions have the same meanings when used in this Note Certificate.

Any reference herein to the “ Conditions ” is to the terms and conditions of the Notes endorsed hereon (as modified from time to time in accordance with suchConditions) and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof. The Notes are issued subject to and with thebenefit of the Conditions which are deemed to be part of it. The Conditions are binding on both the Noteholder of the Notes and the Issuer. The Issuer undertakes(both to the Noteholder of the Notes and to any lawful transferee thereof pursuant to Condition 3.3) to perform its obligations in accordance with the provisions ofthe Conditions

This is to certify that of

is, at the date of this certificate, the person registered in the Note Register in relation to the Notes as the duly registered holder or, if more than one person is soregistered, the first-named of such persons of:

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HK$1,083,333,334

(ONE BILLION EIGHTY THREE MILLION THREE HUNDRED AND THIRTY THREE THOUSAND THREE HUNDRED AND THIRTY FOUR HONGKONG DOLLARS)

in aggregate principal amount of the Notes.

The Issuer, for value received, hereby promises to pay such principal sum to the registered holder as the same may become payable in accordance with theConditions, and to pay interest on such principal sum in arrears on the dates and at the rate specified in the Conditions, together with any additional amountspayable in accordance with the Conditions, all subject to and in accordance with the Conditions.

This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Note Register and only the holder is entitledto payment in respect of this Note Certificate.

This Note Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

Dated: EXECUTED AND DELIVERED ) AS A DEED by ) JOYFUL WELLNESS ) LIMITED ) BY ZHOU RUI ) in the presence of )

)

Sole Director

Print Name

THE NOTES ARE TRANSFERABLE IN ACCORDANCE WITH THE PROVISIONS OF THE CONDITIONS OF THE NOTES.

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On the back:

Terms and Conditions of the Notes

[ The Terms and Conditions that are set out in Schedule 3 to the Subscription Agreement shall be set out here .]

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FIRST SCHEDULE TO NOTE CERTIFICATEFORM OF TRANSFER

FOR VALUE RECEIVED ,being the registered holder of this Note Certificate, hereby transfers to of

Hong Kong Dollars in principal amount of HK$1,083,333,334 Notes due 2018 (the “ Notes ”) of Joyful WellnessLimited (the “ Issuer ”) and irrevocably requests and authorises the Issuer to effect the relevant transfer by means of appropriate entries in theNote Register kept by it.

Dated:

By:

( duly authorised )

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of thisNote Certificate.

(a) A representative of such registered holder should state the capacity in which he signs, e.g. executor.

(b) Any transfer of the Notes shall be in an amount equal to at least HK$1,000,000 each and integral multiples of HK$1 in excess thereof, provided, however,that a Note may not be transferred unless the denomination of the Notes transferred and the denomination of the balance of the Notes not transferred areeach an Authorised Holding.

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SECOND SCHEDULE TO NOTE CERTIFICATEFORM OF AGREEMENT

THIS AGREEMENT is made on [●] 2018.

BETWEEN

(1) JOYFUL WELLNESS LIMITED , a company with limited liability incorporated under the laws of the British Virgin Islands withBVI company number 1924964 whose registered address is 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands (the “Issuer ”); and

(2) FULLGOAL CHINA ACCESS RQFII FUND SPC , a company incorporated in the Cayman Islands, the registered office of which is at Clifton House,75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund Segregated Portfolio (the “Investor ”).

WHEREAS

(A) The Issuer, the Guarantor and the Investor have entered into a subscription agreement dated 5 May 2017 (“ Subscription Agreement ”) in connectionwith the creation and issue of HK$1,083,333,334 in aggregate principal amount of Notes due 2018 (the “ Notes ”).

(B) This Issuer, the Guarantor and the Investor have agreed to enter into this Agreement for the purpose of extending the Maturity Date pursuant to Condition7.1 of the Note Conditions.

IT IS AGREED as follows :

(C) Terms defined in the Subscription Agreement shall, unless the context requires otherwise or amended herein, have the same meanings when used herein.

(D) Pursuant to Condition 7.1 of the Note Conditions, the Issuer and the Investor agree that the Maturity Date of the Notes shall be 2 May 2019.

(E) This Agreement is governed by and construed in accordance with English law. Conditions 13.2 to 13.4 of the Note Conditions shall apply to thisagreement as if expressly incorporated herein.

AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement the day and year first before written.


By:

FULLGOAL CHINA ACCESS RQFII FUND SPC

By:

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SCHEDULE 3

TERMS AND CONDITIONS OF THE NOTES

The issue of the HK$1,083,333,334 aggregate principal amount of notes due 2018 (the “ Notes ) by Joyful Wellness Limited (the “ Issuer ”) wasauthorised by written resolutions of the Issuer’s sole director dated May 2017. The Notes are evidenced by note certificate(s) dated on or about 5 May 2017 enteredinto by the Issuer and are subject to the statements in these terms and conditions of the Notes (these “ Conditions ”).

1. FORM AND DENOMINATION

The Notes are issued in registered form in a minimum denomination of HK$1,000,000 each and integral multiples of HK$1 in excess thereof (each, an “Authorised Holding ”). A Note certificate (each a “ Note Certificate ”) will be issued to each Noteholder in respect of its registered holding of Notes.Each Note and each Note Certificate will be numbered serially with an identifying number which will be recorded on the relevant Note Certificate and inthe register of Noteholders (the “ Note Register ”) kept by the Issuer.

2. STATUS, GUARANTEE AND SECURITY

2.1 Status

The Notes shall constitute the direct, guaranteed, unconditional and secured obligations of the Issuer. The Notes shall rank:

2.1.1 senior to the share capital of the Issuer from time to time; and

2.1.2 at least pari passu with all other present and future secured and unsubordinated obligations of the Issuer, save for such obligations as may bepreferred by mandatory provisions of law.

2.2 Guarantee

Each Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes andthe Transaction Documents. Each Guarantor’s obligations in respect of the Notes and the Transaction Documents are contained in the relevant Deed ofGuarantee.

2.3 Security

The payment obligations and the performance of all the obligations of the Issuer under the Notes and the Transaction Documents are secured by thesecurity interests pursuant to the Sun Wise HK Share Charge, the Sun Wise UK Share Charge and the Joyful Wellness Share Charge.

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3. REGISTER, TITLE AND TRANSFERS

3.1 Note Register

The Issuer shall keep and maintain a register in respect of the Notes and shall enter in the Note Register:

3.1.1 the name and address of each Noteholder for the time being;

3.1.2 the denomination of Notes held by each Noteholder;

3.1.3 the date on which the name of each Noteholder is entered in the Note Register in respect of the Notes registered in its name; and

3.1.4 the date on which each Note is exercised.

Any change in the name or address of any Noteholder shall be notified to the Issuer by the Noteholder as soon as reasonably practicable following suchchange by notice in accordance with Condition 11 (Notices), following which the Issuer shall update the Note Register accordingly. Each Noteholder orany person authorised by a Noteholder shall be entitled at all times during office hours upon one Business Days’ notice to inspect the Note Register and totake copies of or extracts from it. A Noteholder may assign any of its rights under the Notes without the prior consent of the Issuer.

3.2 Title

Title to the Notes passes only by transfer and registration in the Note Register. Each Noteholder shall (except as otherwise required by applicable laws) betreated as the absolute owner of such Note(s) registered under its name for all purposes (whether or not it is overdue and regardless of any notice ofownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any noticeof any previous loss or theft of such Note Certificate). Every subsequent Noteholder shall be recognised by the Issuer as entitled to its Notes free fromany equity, set off or cross claim on the part of the Issuer against the original or any intermediate holder of such Notes.

3.3 Transfers and Redemption

Subject to Condition 3.6 (Closed periods), a Note may only be transferred or redeemed:

3.3.1 in the case of a transfer, provided that any applicable stamp duty and taxes are paid by the Noteholder and/or the transferee, upon surrender atthe Specified Office of the Note Certificate issued in respect of that Note with the endorsed form of transfer (in the form set out in a scheduleto the Note Certificate) duly completed and signed by the Noteholder or his attorney duly authorised in writing. The transferor shall be deemedto remain the Noteholder of the relevant Note until the name of the transferee is entered in the Note Register in respect of the Note; or

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3.3.2 in the case of a redemption in accordance with the requirements under Condition 7 (Redemption),

provided however that a Note may not be transferred or redeemed unless the principal amount of Notes transferred or redeemed and (where not all ofthe Notes held by a Noteholder are being transferred or redeemed) the principal amount of the balance of Notes not transferred or redeemed are each anAuthorised Holding. Where not all the Notes represented by the surrendered Note Certificate are the subject of the transfer or redemption, a new NoteCertificate in respect of the balance of the Notes will be issued and delivered to the transferor by or on behalf of the Issuer within two Business Days ofthe surrender of that Note Certificate.

The Issuer shall promptly record any transfer or redemption in the Note Register.

3.4 Registration and delivery of Note Certificates

Within three Business Days of the surrender of a Note Certificate in accordance with Condition 3.3 (Transfers and Redemption), the Issuer will registerthe transfer in question and deliver a new Note Certificate of the principal amount to the Notes transferred to each relevant holder at the Specified Officeor (at the request of any such relevant holder) by courier to the address specified for the purpose by such relevant holder.

3.5 No charge

The transfer or redemption of a Note will be effected without charge by or on behalf of the Issuer.

3.6 Closed periods

No Noteholder may require the transfer of a Note to be registered:

3.6.1 during the period of seven Business Days ending on (and including) the Maturity Date;

3.6.2 after a Redemption Notice or an Early Redemption Notice has been delivered with respect to such Note; or

3.6.3 during the period of five Business Days ending on (and including) any Interest Payment Date.

Each such period is referred herein as a “ Closed Period ”.

3.7 Loss or destruction of Note Certificates

The Issuer may waive production of any Note Certificate in respect of a transfer or redemption (as the case may be) upon provision of evidence of theloss or destruction of such certificate as it may reasonably require. The Issuer may not decline any transfer or redemption and must register and performits obligations with respect to such transfer or redemption of the Note(s) in accordance with these Conditions.

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4. COVENANTS

4.1 General undertakings

For so long as a Noteholder holds Notes the Issuer undertakes that, save with the prior written consent of the Noteholders:

4.1.1 it will ensure that neither it, Sun Wise HK nor Sun Wise UK’s memorandum of association and articles of association will be amended,

repealed or altered other than in connection with the financing provided to Sun Wise UK for Sun Wise UK’s purchase of certain shares inSeaWorld Entertainment Inc. from Blackstone Group LP (“ SeaWorld Shares Acquisition ”);

4.1.2 neither it, Sun Wise HK nor Sun Wise UK will enter into any business that is unrelated to the general nature of their respective businesses asat 5 May 2017;

4.1.3 neither it, Sun Wise HK nor Sun Wise UK will hold any assets (other than (a) in the case of Sun Wise HK, 100 per cent. of the shares in Sun

Wise UK and the Issuer, respectively and (b) in the case of Sun Wise UK, the shares in SeaWorld Entertainment Inc. purchased fromBlackstone Group LP as described in Condition 4.1.10) or engage in any businesses other than the holding of shares;

4.1.4 neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to effect any merger, split, reorganisation, reduction, split,dissolution, liquidation, issue / repurchase of its shares;

4.1.5 neither it, Sun Wise HK nor Sun Wise UK will directly or indirectly effect any sale, transfer, conveyance or other disposition (other than byway of merger or consolidation), in one or a series of related transactions, of their properties, assets or subsidiaries;

4.1.6 neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to provide financing to third parties (other than Sun Wise HKproviding financing to Sun Wise UK in connection with the SeaWorld Shares Acquisition);

4.1.7 save for the security granted under the Transaction Documents, neither it, Sun Wise HK nor Sun Wise UK will mortgage, pledge, charge orotherwise create any security on any of its assets except for the mortgage, pledge, charge or other securities to be granted by Sun Wise HKand/or Sun Wise UK over their assets (other than the shares of Sun Wise UK and the Issuer held by Sun Wise HK), including the SeaWorldShares held by Sun Wise UK, in connection with the financing provided by certain entities to Sun Wise HK and/or Sun Wise UK to financethe SeaWorld Shares Acquisition;

4.1.8 neither it, Sun Wise HK nor Sun Wise UK will take or make any capital expenditures or commitments;

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4.1.9 neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to amend the accounting policies previously adopted or change itsfiscal year or remove or replace or change its incumbent auditors;

4.1.10 neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to borrow or raise any money or incur any indebtedness (in whatever

form or evidenced by whatever instrument) except the indebtedness and costs incurred by it, Sun Wise HK and Sun Wise UK in connectionwith the SeaWorld Shares Acquisition;

4.1.11 neither it, Sun Wise HK nor Sun Wise UK will declare, pay or make any dividends or other distributions other than for the purposes of payinginterest or principal on the Notes;

4.1.12 neither it, Sun Wise HK nor Sun Wise UK will compromise, settle, release, discharge, take part in or compound any civil, criminal, arbitration

or other proceedings or any liability, claim, action, demand or dispute or waive any right in relation to any claims involving HK$1,000,000 ormore;

4.1.13 neither it, Sun Wise HK nor Sun Wise UK will restructure any of its debt (including but not limited to applying for extension for repaymentdeadlines);

4.1.14 neither it, Sun Wise HK nor Sun Wise UK will issue any shares, convertible securities, debt or other securities or use any other means to raiseadditional funds other than in connection with the SeaWorld Shares Acquisition.

4.1.15 neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to effect its winding up, dissolution, administration or reorganisation

(by way of voluntary arrangement, scheme of arrangement or otherwise) or its solvent liquidation, amalgamation, merger or reorganisation orto enter into a composition, assignment or arrangement with any of its creditors;

4.1.16 it will, in a timely manner, obtain all such consents and approvals, and take any such other action, as may be necessary to enable the

Noteholders to exercise their rights under the Notes and to ensure the continuing validity of the Notes, to the maximum extent permitted underapplicable laws and regulations from time to time, and will comply with these Conditions;

4.1.17 it will obtain and/or maintain all applicable consents and approvals which are required for the performance of its obligations under the Notes

and will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performedunder these Conditions; and

4.1.18 it will at all times deliver by mail to the Noteholders material information provided by the Issuer, Sun Wise HK or Sun Wise UK to all of their

shareholders (including but not limited to financial accounts, shareholders’ circulars, details of material contracts, acquisitions or disposals ofassets and project progress updates).

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The Issuer undertakes that it will provide prior written notice to the Noteholders in respect of any steps or actions taken in connection with the SeaWorldShares Acquisition contemplated under Conditions 4.1.1, 4.1.3, 4.1.6, 4.1.7, 4.1.10 and 4.1.14.

4.2 Priority of repayment

The Issuer undertakes that it will not repay any interest, principal or other amounts under any inter-group loans or other financing arrangements made:

(a) from Sun Wise UK to the Issuer (if any); or

(b) from Sun Wise HK to the Issuer (if any); or

(c) from Tianjin Shuzhi to the Issuer (if any),

until the payment of all principal, interest, Early Redemption Amounts or Redemption Amounts in respect of any of the Notes and the TransactionDocuments have been paid or redeemed in full.

4.3 Financing undertaking

In the event that the Zhonghong Group (or any of its subsidiaries) is unable to transfer its funds out of the PRC resulting in the Issuer being unable to paythe principal, interest, Early Redemption Amount or Redemption Amount in respect of any of the Notes or the Transaction Documents on the due datetherefor or which would otherwise result in a breach by any party of the Transaction Documents, the Issuer undertakes that it (i) shall agree to and notreject any reasonable financing options proposed by the Noteholder, including but not limited to payment of equivalent Renminbi (at the spot rate ofexchange available to the Noteholder as reasonably determined by the Noteholder) to the Noteholder’s designated bank account, and (ii) pay for any andall costs, fees and expenses associated with such financing.

5. INTEREST

The Notes bear interest from:

(i) 5 May 2017 (the “ Issue Date ”) at the rate of 14 per cent. per annum (“ First Year Annualised Interest Rate ”) up to 3 May 2018; and

(ii) if the Maturity Date is extended pursuant to Condition 7.1, 4 May 2018 at the rate of 15 per cent. per annum (“ Second Year AnnualisedInterest Rate ”) up to 2 May 2019,

each calculated by reference to the principal amount thereof, payable in Hong Kong dollars on 5 May 2017, 5 November 2017, 3 May 2018 and, if theMaturity Date is extended pursuant to Condition 7.1, 3 November 2018 and 2 May 2019 (each, an “ Interest Payment Date ”) commencing on 5May 2017 in accordance with the following payment schedule:

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Date

Interest payable on therelevant Interest Payment

Date

Interest payable (HongKong dollars) based onoutstanding principal

amount of 1,083,333,3345 May 2017 an amount equal to 6 per cent. of the Notes outstanding 65,000,000

5 November 2017 an amount equal to 6 per cent. of the Notes outstanding 65,000,000

3 May 2018

(i) (if the Maturity Date has not been extended pursuant to Condition 7.1), an amount equalto 2 per cent. of the Notes outstanding; or

(ii) (if the Maturity Date has been extended pursuant to Condition 7.1), an amount equal

to 6.5 per cent. of the Notes outstanding.

(i) 21,666,667

or

(ii) 70,416,667

3 November 2018 an amount equal to 6.5 per cent. of the Notes outstanding 70,416,667

2 May 2019

an amount equal to 4 per cent. of the Notes outstanding (being 2 per cent. calculated byreference to a period of two years)

43,333,334

subject as provided in Condition 6 (Payments) and Condition 7.2 (Early Redemption by the Issuer); provided however that if any Interest Payment Date wouldotherwise fall on a date which is not a Business Day (as defined below), it will be postponed to the next Business Day unless it would thereby fall into the nextcalendar month, in which case it will be brought forward to the preceding Business Day.

Each Note will cease to bear interest where such Note is redeemed pursuant to Condition 7 (Redemption), from the date on which the full Redemption Amount orthe full Early Redemption Amount (as applicable) is paid to the relevant Noteholder.

If interest is required to be paid in respect of a Note on any date other than an Interest Payment Date, the amount of interest payable per Calculation Amount (asdefined below) for any period shall be equal to the product of (x) (if the period is between the Issue Date and 3 May 2018) the First Year Annualised Interest Rateor (y) (if the Maturity Date is extended pursuant to Condition 7.1 and the period is between 4 May 2018 and 2 May 2019) the Second Year Annualised InterestRate, the Calculation Amount and the actual number of days in the relevant period divided by 365, rounding the resulting figure to the nearest cent (half a centbeing rounded upwards). Interest in respect of any Note shall be calculated per HK$1 (“ Calculation Amount ”).

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6. PAYMENTS

6.1 Redemption

Payments of principal following redemption under Condition 7 (Redemption) shall be made by transfer to a Hong Kong dollar account maintained by theNoteholder (details of which are set out in the Note Register). Any amendments to be made to a paying instruction shall be notified to the Issuer no laterthan seven Business Days prior to such due date for payment.

6.2 Interest

Payments of interest shall be made by transfer to a Hong Kong dollar account maintained by the Noteholder (details of which are set out in the NoteRegister). Any amendments to be made to a paying instruction shall be notified to the Issuer no later than seven Business Days prior to such due date forpayment.

6.3 Payments subject to applicable laws

All payments in respect of the Notes are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to theprovisions of Condition 8 (Taxation) no commissions or expenses shall be charged to the Noteholders in respect of such payments.

6.4 Payments on Business Days

Where payment is to be made by transfer to a Hong Kong dollar account, payment instructions (for value the due date, or, if the due date is not a BusinessDay, for value the next succeeding Business Day) will be initiated (a) (in the case of payments of principal and interest payable on redemption) on theRedemption Date and (b) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Noteholder shall not beentitled to any interest or other payment in respect of any delay in payment resulting from the due date for a payment not being a Business Day.

6.5 Partial payments

If the Issuer makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the NoteRegister and, in the case of partial payment upon presentation of a Note Certificate, that a statement indicating the amount and the date of such payment isendorsed on the relevant Note Certificate.

6.6 Record date

Each payment in respect of a Note will be made to the person shown as the holder in the Note Register at the opening of business on the due date for suchpayment (the “ Record Date ”).

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6.7 Default Interest and Delay in Payment

6.7.1 If the Issuer fails to pay any sum in respect of an interest payment (an “ Overdue Interest Payment ”) when the same becomes due and

payable before the Maturity Date under the Conditions, interest (“ Default Interest ”) shall accrue on the Overdue Interest Payment at the rateof 20 per cent. per annum from its due date up to the date on which such sum is received by or on behalf of the Noteholder.

6.7.2 If the Issuer fails to pay any Redemption Amount or Early Redemption Amount which becomes due and payable pursuant to Condition 7

(Redemption), interest shall accrue on the overdue sum at the rate of 20 per cent. per annum from the due date up to the date on which suchsum is received by or on behalf of the Noteholder.

6.7.3 The interest referred to in paragraphs 6.7.1 and 6.7.2 of this Condition 6.7 (Default Interest and Delay in Payment) shall accrue on the basis ofthe actual number of days elapsed and a 365-day year.

7. REDEMPTION

7.1 Redemption on the Maturity Date

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on the later of (x) 3 May 2018 or (y) onsuch date as the Issuer and the Investor may agree in writing in the form set out in the Second Schedule to the Note Certificate (such written agreement tobe entered into at least twenty Business Days prior to 3 May 2018) (the “ Maturity Date ”). The Notes may not be redeemed at the option of the Issuerother than in accordance with this Condition 7.

7.2 Early Redemption by the Issuer

7.2.1 If the Maturity Date has been extended pursuant to Condition 7.1, the Issuer may, at any time after 3 May 2018, redeem the Notes in whole orin part at any time prior to the Maturity Date (“ Early Redemption ”) in accordance with this Condition 7.2.

7.2.2 To exercise its right of Early Redemption, the Issuer shall on giving not less than 60 days’ prior written notice (the “ Early RedemptionNotice ”) to the Noteholders in accordance with Condition 11 (Notices) (which notice shall be irrevocable), redeem the Notes at the principalamount of the Notes specified in the Early Redemption Notice, together with additional interest at a rate of 2 per cent. per annum accruingfrom the Issue Date to but excluding the date fixed for such early redemption in the Early Redemption Notice (“ Early Redemption Amount”). Any interest paid prior to the Early Redemption Notice is not refundable.

7.2.3 Upon exercise by the Issuer of such right, the Noteholders shall deliver the relevant Note Certificate to the Issuer on the Early RedemptionDate against payment by the Issuer of the Early Redemption Amount.

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7.3 Redemption for Event of Default

Following the occurrence of an Event of Default, any of the Noteholders will have the right at their sole option, to require the Issuer to redeem all (but notsome) of their Notes on the Redemption Date for each Noteholder at the Redemption Amount.

To exercise such right, the Noteholder shall deliver:

7.3.1 a written notice addressed to the Issuer (the “ Redemption Notice ”) at its Specified Office (and upon the receipt of any such notice, the Issuer

shall promptly give a copy of such notice to all other Noteholders), declaring the Notes to be immediately due and payable, whereupon theyshall become due and payable at the Redemption Amount; and

7.3.2 the relevant Note Certificate to the Issuer on the Redemption Date against payment by the Issuer of the full Redemption Amount.

A Redemption Notice, once delivered, shall be irrevocable unless the Issuer consents to its withdrawal and the Issuer shall be bound to redeem the Notesthe subject of Redemption Notices delivered as aforesaid on the Redemption Date.

If the Noteholders approve the exercise of their rights under this Condition to require the Issuer to redeem their Notes, all Noteholders will be deemed tohave exercised the same rights in respect of all Notes held by them and the Issuer will redeem all the Notes by paying the relevant Redemption Amount toeach Noteholder on the Redemption Date.

7.4 Cancellation

All Notes redeemed by the Issuer shall be cancelled forthwith and may not be reissued or resold.

8. TAXATION

8.1 All payments made by the Issuer under or in respect of the Transaction Documents or the Notes will be made free from any restriction or condition and bemade without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever natureimposed or levied by or on behalf of the British Virgin Islands, Hong Kong or any political subdivision thereof or any authority thereof or therein havingpower to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuerwill pay such additional amounts as will result in the receipt by the Noteholders of net amounts after such deduction or withholding equal to the amountswhich would otherwise have been receivable by them had no such deduction or withholding been required.

8.2 References in these Conditions to principal, interest and premium (if any) shall be deemed also to refer to any additional amounts which may be payableunder this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Transaction Documents.

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8.3 If the Issuer is or becomes subject at any time to any taxing jurisdiction other than the British Virgin Islands or Hong Kong, references in theseConditions to the British Virgin Islands or Hong Kong shall be construed as references to such other jurisdiction.

9. EVENTS OF DEFAULT

The Issuer shall give notice to the Noteholders immediately following the occurrence of an Event of Default, which notice shall specify the procedure forexercise by holders of their rights to require redemption of the Notes pursuant to Condition 7.3 (Redemption for Event of Default) and shall give detailsof the Event of Default.

Each of the following shall be an Event of Default:

9.1 Non-payment

The Issuer fails to pay the principal or any interest of any of the Notes on the due date.

9.2 Breach of the Transaction Documents

The Issuer, each of the Guarantors, Tianjin Shuzhi, Zhonghong Stocks does not comply in any material respect with any undertaking or provision of theTransaction Documents.

9.3 Breach of the Subscription Agreement

At any time after the Issue Date up to the date the Notes are redeemed in full, if any Issuer and Guarantor Warranty in the Subscription Agreement is orproves to have been incorrect, untrue or misleading when made or deemed to be made or as appropriate or if at any time any undertaking or covenant inClause 6 or Clause 9 of the Subscription Agreement is not observed or not complied with in all material respects by the Issuer or Zhonghong Group (anyof which being a “ Breach ”).

9.4 Cross default

9.4.1 Any Financial Indebtedness of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks is not paid when due nor within anyoriginally applicable grace period.

9.4.2 No Event of Default under Condition 9.4.1 above will be deemed to occur if the failure to pay is capable of remedy and is remedied within 7Business Days of the earlier of (a) any Noteholder giving notice to the Issuer or (b) the Issuer becoming aware of the failure to pay.

9.5 Insolvency

With respect to the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks an event has occurred which is (or is, or could be, deemed by lawor a court to be) an Insolvency Event.

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9.6 Unlawfulness

It is or becomes unlawful for the Issuer, the Guarantors, Tianjin Shuzhi or Zhonghong Stocks to perform any of their obligations under any of theTransaction Documents or any of the obligations expressed to be assumed by the Issuer, any Guarantor, Tianjin Shuzhi or Zhonghong Stocks under anyTransaction Document ceases to be legal, valid, binding and enforceable.

9.7 Change of Control

9.7.1 Wang Yonghong no longer directly owns and holds 100 per cent. of the outstanding issued shares of the Zhonghong Group;

9.7.2 Zhonghong Group and any other person(s) directly or indirectly controlled by Zhonghong Group in aggregate (i) ceases to be the single largestshareholder of Zhonghong Stocks or (ii) ceases to Control Zhonghong Stocks; or

9.7.3 Zhonghong Stocks consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the

consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over Zhonghong Stocks or the successorentity.

9.8 Political risks and reputational damage

With respect to the Zhonghong Group, Zhonghong Stocks or Wang Yonghong, an event has occurred where the political risk or damage to its marketreputation would adversely affect the ability of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks to perform its obligations underthe Issue Documents or the Notes (as the case may be) or which is material in the context of the issue of the Notes.

10. REPLACEMENT OF CERTIFICATES

If any Note Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced free of charge at the Specified Office on such terms as toevidence as the Issuer may reasonably require. Mutilated or defaced Note Certificates must be surrendered before replacements will be issued.

11. NOTICES

11.1 Communications in writing

Any communication to be made by the Issuer or a Noteholder under or in connection with the Notes or the Transaction Documents shall be made inwriting and, unless otherwise stated, may be made by fax or letter.

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11.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for anycommunication or document to be made or delivered under or in connection with the Notes or the Transaction Documents is:

11.2.1 in the case of the Issuer:

Address: Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon

Fax: +852 3184 0111

Attention: Mr. Rui Zhou

11.2.2 in the case of any Noteholder, the address in the register of Noteholders maintained by the Issuer.

11.3 Delivery

Any communication or document made or delivered by one party to another party under or in connection with the Notes or any Transaction Documentswill only be effective:

11.3.1 if by way of fax, when received in legible form; or

11.3.2 if by way of letter, when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in anenvelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Condition 11.2 (Addresses), if addressed to thatdepartment or officer.

12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

13. GOVERNING LAW AND JURISDICTION

13.1 Governing law

The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by English law

13.2 Jurisdiction

The courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes and accordinglyany legal action or proceedings arising out of or in connection with the Notes (“ Proceedings ”) may be brought in such courts. The Issuer irrevocablysubmits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the groundthat the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Noteholders and shall not limitthe right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictionspreclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

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13.3 Service of Process

The Issuer irrevocably appoints Sun Wise (UK) Co., Ltd at 60 Strand, London, United Kingdom WC2N 5LR as its agent in England to receive service ofprocess in any Proceedings in England based on any of the Notes. If for any reason the Issuer does not have such an agent in England, the Issuer willpromptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in anyother manner permitted by law.

13.4 Waiver of Immunity

The Issuer hereby waives any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and irrevocably consentsto the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any propertywhatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

14. CERTAIN DEFINITIONS

“ Authorised Holding ” has the meaning specified in Condition 1 (Form and Denomination).

“ Business Day ” means a day on which commercial banks and foreign exchange markets settle payments in Hong Kong, excluding any day in HongKong on which a typhoon signal number 8 or above or a “black” rainstorm warning is hoisted.

“ Conditions ” has the meaning specified in the preamble to the terms and conditions of the Notes.

“ Control ” means (i) the right to appoint and/or remove all or the majority of the members of the relevant person’s board of directors or other governingbody, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise or(ii) possessing the ability or power to direct the management policies of the relevant person; the term “ Controlled ” has meanings correlative to theforegoing.

“ Deeds of Guarantee ” mean the Personal Guarantee, the Zhonghong Corporate Guarantee and the Sun Wise HK Corporate Guarantee (each a “ Deedof Guarantee ”).

“ Early Redemption Date ” means the date which is specified in the Early Redemption Notice as being the date on which the Notes shall be redeemed bythe Issuer.

“ Event of Default ” means each of the events set out in Condition 9 ( Events of Default ).

“ Financial Indebtedness ” means any indebtedness of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks (other than the Notes) foror in respect of:

(a) moneys borrowed;

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(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with HKFRS, be treated as a financeor capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of aborrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, whencalculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any amount raised by the issue of shares that are redeemable at the option of the holder;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, standby or documentary letter of credit or any other instrument issuedby a bank or financial institution; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

“ Guarantors ” mean Wang Yonghong, Sun Wise HK and Zhonghong Group (each a “ Guarantor ”).

“ HK$ ”, “ Hong Kong Dollar ” or “ Hong Kong dollar ” denotes the lawful currency of Hong Kong.

“ HKFRS ” means Hong Kong Financial Reporting Standards (including Hong Kong Financial Reporting Standards, Hong Kong Accounting Standardsand Interpretations) issued by HKICPA.

“ HKICPA ” means the Hong Kong Institute of Certified Public Accountants.


“ Insolvency Event ”, in relation to any person, means any of the following events:

(a) such person is insolvent or unable to pay its debts as they fall due;

(b) an administrator, receiver or liquidator of such person or the whole or a substantial part of the undertaking, assets and revenues of such person

is appointed (or an application for any such appointment is made except where disputed by such person acting diligently and in good faith andthe application for appointment is dismissed within 10 Business Days);

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(c) such person makes a general assignment or an arrangement or composition with or for the benefit of its creditors, or declares a moratorium inrespect of any of its indebtedness or any guarantee of any indebtedness given by it;

(d) an order is made for the winding up, liquidation or dissolution of such person;

(e) in the case of a person being an individual, a trustee in bankruptcy is appointed or notice of such appointment is given or any assets of suchindividual vest in a trustee in bankruptcy; or

(f) an event having a substantially similar effect to any of the events referred to in paragraphs (a) to (e) above happens under the laws of anyjurisdiction.

“ Interest Payment Date ” has the meaning specified in Condition 5 (Interest).

“ Investor ” means FULLGOAL CHINA ACCESS RQFII FUND SPC, a company incorporated in the Cayman Islands, the registered office of which isat Clifton House, 75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund SegregatedPortfolio.

“ Issue Date ” means the date on which the Notes are originally issued as specified in Condition 5 (Interest).

“ Issuer ” has the meaning specified in the preamble to the Conditions.

“ Joyful Wellness Share Charge ” means the share charge entered into between Sun Wise HK (as chargor) and the Investor (as the chargee) in respect ofthe entire issued share capital of the Issuer.

“ Letter of Intent ” means the letter of intent entered into by Zhonghong Stocks and the Investor whereby Zhonghong Stocks agrees to purchase all theshare capital of Sun Wise HK from Tianjin Shuzhi upon the trigger of certain conditions.

“ Maturity Date ” has the meaning specified in Condition 7.1.

“ Note Certificate ” has the meaning specified in Condition 1 (Form and Denomination).

“ Note Register ” has the meaning specified in Condition 1 (Form and Denomination).

“ Noteholder ” means a holder of a Note and in whose name such Note is for the time being registered in the Note Register (or, in the case of a jointholding, the first named thereof).

“ Notes ” has the meaning specified in the preamble to the Conditions.

“ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,unincorporated organisation, government or any agency or political subdivision thereof or any other entity.

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“ Personal Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Wang Yonghong and the Investor.

“ PRC ” means the People’s Republic of China, excluding for the purposes of this Agreement only, the Hong Kong Special Administrative Region, theMacau Special Administrative Region and Taiwan.

“ Redemption Amount ” means (i) 100 per cent. of the principal amount of such Notes plus (ii) any accrued but unpaid interest on such Notes on theRedemption Date.

“ Redemption Date ” means (i) the date which is the Business Day after the receipt by the Issuer of the relevant Redemption Notice or (ii) the MaturityDate, as applicable.

“ Redemption Notice ” has the meaning given to it in 7.3 (Redemption for Event of Default).

“ SAFE ” means the State Administration of Foreign Exchange of the People’s Republic of China or its local counterparts.

“ Specified Office ” means Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong.

“ Subscription Agreement ” means the subscription agreement dated 5 May 2017 and made between the Investor, Zhonghong Group as guarantor andthe Issuer.

“ Sun Wise HK ” means Sun Wise Oriented (HK) Co., Limited, a company with limited liability incorporated under the laws of Hong Kong whoseregistered address is Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong;

“ Sun Wise HK Corporate Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Sun Wise HK and the Investor.

“ Sun Wise HK Share Charge ” means the share charge entered into between Tianjin Shuzhi (as chargor) and the Investor (as the chargee) in respect ofthe entire issued share capital of Sun Wise HK.

“ Sun Wise UK ” means Sun Wise (UK) Co., Ltd a company with limited liability incorporated under the laws of England and Wales whose registeredaddress is 60 Strand, London, United Kingdom WC2N 5LR.

“ Sun Wise UK Share Charge ” means the share charge entered into between Sun Wise HK (as chargor) and the Investor (as the chargee) in respect ofthe entire issued share capital of Sun Wise UK.

“ transfer ” includes:

(a) an offer, sale, transfer, pledge or otherwise disposal of any Notes, whether directly or indirectly (including through any entity holding theNotes), or entering into any agreement to do so; and

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(b) entering into any agreement that transfers the economic consequences of ownership of the Notes (including, stock lending, derivative orhedging transactions).

“ Transaction Documents ” means the Notes (including, without limitation, the Conditions), the Note Certificate, the Subscription Agreement, thePersonal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HK Corporate Guarantee, the Sun Wise HK Share Charge, the Sun Wise UKShare Charge, the Joyful Wellness Share Charge and the Letter of Intent (each a “ Transaction Document ”).

“ Tianjin Shuzhi ” means Tianjin Shuzhi Asset Management Co., Limited ( ) a company with limited liabilityestablished under the laws of the PRC whose registered address is Room 240, No.2 Fada Road, Wuqing Development Area, Tianjin, PRC.

“ Wang Yonghong ” means Mr. Wang Yonghong ( ) holder of PRC identity card number 362229197201090030 of residential addressNo. 1204, Building No.2 Fuolin Xiaoqu, Chaoyang District, Beijing, PRC( 2 1204 ).

“ Zhonghong Corporate Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Zhonghong Group and the Investor.

“ Zhonghong Group ” means Zhonghong Zhuoye Group Co., Limited ( ) a company with limited liability establishedunder the laws of the PRC whose registered address is No. 2015-431, Shuma Gang Building, No. 258 Gaoxin Street, Urumqi Gaoxin High-tech IndustrialDevelopment Zone (New City District), Xinjiang, PRC.

“ Zhonghong Stocks ” means Zhonghong Holding Co., Ltd ( ) a company with limited liability established under the lawsof the PRC whose registered address is No. 271 Kuishui Road, Suzhou City, Anhui Province, China.

15. INTERPRETATION

Unless the context otherwise requires or unless otherwise specified herein, in these Conditions:

15.1 any reference to any party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

15.2 any reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated;

15.3 “ assets ” includes present and future properties, revenues and rights of every description;

15.4 “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future,actual or contingent;

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15.5 a Note shall be considered to be “ outstanding ” unless it has been redeemed in full under Condition 7.1 ( Redemption on the Maturity Date ),Condition 7.2 ( Early Redemption by the Issuer ) or Condition 7.3 ( Redemption for Event of Default ); or

15.6 “ regulation ” includes any regulation, rule, official directive, order, request, code of practice or guideline (whether or not having the force of law) of anygovernmental, intergovernmental or supranational body, agency, department or regulatory, self- regulatory or other authority or organisation;

15.7 “repay”, “redeem” and “pay” shall each include both the others and “repaid”, “repayable” and “repayment”, “redeemed”, “redeemable” and “redemption”and “paid”, “payable” and “payment” shall be construed accordingly and “repay” (or any derivative form thereof) shall, subject to any contraryindication, be construed to include “prepay” (or, as the case may be, the corresponding derivative form thereof);

15.8 a provision of law is a reference to that provision as amended or re-enacted;

15.9 a time of day is a reference to Hong Kong time;

15.10 words denoting the singular number only shall include the plural number also and vice versa;

15.11 words denoting one gender only shall include the other genders;

15.12 references to schedules, appendices, clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the schedules and appendicesto the documents in which they appear respectively and to the clauses, sub-clauses, paragraphs and sub-paragraphs in the documents in which they appearrespectively and, unless otherwise stated, reference to sub-clauses are references to sub-clauses of the clause in which the reference appears;

15.13 references to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect ofany jurisdiction other than England, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditorsavailable or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of judicial proceeding described orreferred to in these presents; and

15.14 an Event of Default is “ continuing ” if it has not been waived.

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SCHEDULE 4

FORM OF CLOSING CERTIFICATE

FULLGOAL CHINA ACCESSRQFII FUND SPCClifton House, 75 Fort Street, Box 1350,Grand Cayman KY1-1108, Cayman Islands Dear Sirs, 5 May 2017


(the “Issuer”)HK$1,083,333,334 Notes due 2018 (the “Notes”)

We, the undersigned, being duly authorised officers of Joyful Wellness Limited (the “ Issuer ”), refer to the subscription agreement dated 5May 2017 (the “ Subscription Agreement ”) in respect of the above Notes. Expressions which are given defined meanings in the Subscription Agreement have thesame meanings herein.

As required by Clause 3.1 of the Subscription Agreement, we hereby certify that:

(a) there has, since 31 December 2016 up to and including today’s date, been no adverse change, or any development reasonably likely to involve an adversechange, in the financial position, condition (financial or otherwise), results of operations, profitability, shareholders’ equity, business, properties, generalaffairs, management or prospects of the Issuer or which could adversely affect the ability of the Issuer to perform its obligations under the IssueDocuments or the Notes or which are otherwise material in the context of the offering and sale of the Notes;

(b) the Issuer has performed all of its obligations under the Subscription Agreement to be performed on or before the Closing Date.

(c) all necessary regulatory filings, notifications and approvals to enter into the Issue Documents and perform the Issuer’s obligations thereunder have beenmade and obtained, and such filings, notifications and approvals remain valid and effective; and

(d) the Issuer Warranties are true and correct as though they had been made and given today with references to the facts and circumstances now subsisting. Yours faithfully,

duly authorizedfor and on behalf ofJoyful Wellness Limited

Dated: 5 May 2017

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SIGNATURES

The Issuer


By: /s/ Zhou Rui

[Signature page to the Subscription Agreement]

The Guarantor

ZHONGHONG ZHUOYE GROUP CO., LIMITED ( )

By: /s/ Wang Yonghong


The Investor

FULLGOAL CHINA ACCESS RQFIT FUND SPC

By: /s/ Zhang Lixin
