UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under 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 Ting

Zhonghong Zhuoye Group Co., Ltd

Building No. 8, Eastern International, No. 1

Ciyunsi, Chaoyong District, Beijing, China 100025

(0086) 010-85356993

With a Copy to:

Robert A. Miller, Jr.

Paul Hastings LLP

515 South Flower Street, 25th Floor

Los 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 this schedule 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 to whom copies are to be sent.

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 Act of 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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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 company incorporated under the laws of England and Wales (“SWUK”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), which is referenced here as Exhibit 99.2, with certain affiliates of the Blackstone Group L.P. (collectively, “Blackstone”). Pursuant to the Stock Purchase Agreement, SWUK acquired from Blackstone 19,452,063 shares of the outstanding common stock, par value $0.01 per share (the “Common Stock”), of SeaWorld Entertainment, Inc., a Delaware 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 Delaware corporation. 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:

(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 holding companies focused on strategic growth opportunities in real estate, as well as the leisure, tourism, and culture industries. Current information concerning the identity and background of the directors and executive officers of those Reporting Persons which are entities is set forth on Schedule A hereto, which is incorporated 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 been convicted 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 party to 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 final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(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 by reference. The citizenship and other required information for each director and executive officer of those Reporting Persons which are entities is set forth on Schedule 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 purchase price 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 SWUK under the Facility Agreement (as defined below), (iii) approximately $100,000,000 contributed to SWUK pursuant to the Investment Agreement (as defined below), and (iv) approximately $130,000,000 contributed by SWHK to SWUK, which funds were obtained pursuant to the Inter-Company Loan (as defined below).

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 Reporting Persons may communicate with the board of directors of the Issuer (the “Board”), members of management and/or other stockholders from time to time with respect to operational, strategic, financial, governance, or other matters and otherwise work with management and the Board with a view to maximizing stockholder value. These communications may include, from time to time and subject to the terms of the Stockholders Agreement (as defined below), confidential discussions with, and/or confidential proposals to, the Board and/or members of management regarding the potential acquisition of, or other strategic alternative involving, 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 include securities

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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 to engage in hedging or similar transactions with respect to securities of Issuer. Subject to the terms of the Stockholders Agreement, any such transaction that any Reporting 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 expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of 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 resignation from the Board at the Closing, with such resignation to be effective immediately after the Company’s annual meeting of stockholders for 2017 (the “2017 Annual Meeting”). Pursuant to the Stockholders Agreement and Issuer Side Letter (as defined below), the Company agreed to (i) appoint Mr. Yongli Wang to the Board to fill 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 directors and appoint Mr. Yoshikazu Maruyama to the Board to fill the vacancy resulting from such increase (Mr. Yongli Wang and Mr. Yoshikazu Maruyama are referred to 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 of the 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 and from 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 or management 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 with advisors, 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 the cover pages hereto is incorporated by reference. The Reporting Persons are the beneficial owners of 19,452,063 shares of Common Stock. Such number of shares of 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 on May 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 from Blackstone 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.

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 subject to 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 ZHG only 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, the Stockholders Agreement will terminate when SWUK and its affiliates that own Common Stock (each a “ZHG Party” and collectively the “ZHG Parties”), in the aggregate, 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 is SWUK, but other Reporting Parties may become ZHG Parties in the future if there is a transfer to such Reporting Party, as permitted under the Stockholders Agreement.

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 Common Stock, 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, unless otherwise 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 the New 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, or consultant to, ZHG, SWUK, ZHG Holding Co., Ltd (“Zhonghong Holding”) or any of their respective controlled affiliates (each a “ZHG Entity”, and collectively the “ZHG Entities”). Furthermore, each such director designee must be reasonably satisfactory to the Company’s Nominating and Corporate Governance 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 the Common 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 one standing 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 outstanding shares 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, the ZHG 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, in excess 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) for two 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, the ZHG 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 Party disproportionally as compared to other stockholders, an issuance of more than 20% of the Company’s outstanding shares (other than in connection with an acquisition) 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 third party 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 as shares 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 any shares 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 committee thereof; (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 in connection with an acquisition approved by the Board or a duly authorized committee thereof; (iv) such transfer constitutes a tender into a tender or exchange offer commenced 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 not controlled by any governmental authority in connection with a bona fide loan or enforcement thereunder (or, if such financial institution is controlled by a governmental authority, then such financial institution must be included in The Banker’s most recently issued Top 1000 World Banks ranking or have common equity 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 transfer shares 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 or who would thereby become a 5% stockholder. In addition, in an underwritten public offering or block trade, other than a permitted transfer described above, the transferring 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, the transferring 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 to such 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 offering pursuant 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 the Company 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 their respective affiliates and representatives, not to, without the prior written consent of the Company, (i) acquire, offer or agree to acquire, any beneficial interest in the Company; (ii) make any public announcement or public offer with respect to any merger, business combination, reorganization, restructuring, or other similar extraordinary 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 the Board’s recommendation; (iv) seek election or removal of any director other than ZHG Designator nominees or otherwise act, alone or in concert with others, to control or influence the Company; (v) call a meeting of stockholders or initiate any stockholder proposal; (vi) participate in a “group” regarding equity securities of the 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 or encourage, or enter into any discussions or agreements with any third party, in connection with any of the foregoing; (ix) publicly disclose any intention, plan or arrangement 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 regarding the 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 transferee agrees 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 newly issued equity securities of the Company; (iii) making a non-public, confidential acquisition proposal to the Board; or (iv) after public announcement of a definitive agreement for the acquisition of the Company by a third party, making a publicly announced alternative acquisition proposal for all of the outstanding shares of the Company (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 condition that 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 requirements described above with respect to third party acquisitions and tender offers whether or not a ZHG Party makes an Alternative Proposal. The ZHG Entities may purchase Company shares in the open market up to the Maximum Ownership Percentage, provided that such acquiring entity shall have agreed to be bound by the terms of the Stockholders Agreement.

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

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restrictions on certain business combinations involving interested stockholders unless, among other things, the Board has approved the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. The Company has exempted the ZHG Entities from these restrictions on certain business 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 became effective upon the Closing. Subject to the terms of the Stock Purchase Agreement and the Stockholders Agreement, the Registration Rights Agreement provides the ZHG Parties with certain demand, “piggyback” and other registration rights. The Registration Rights Agreement requires the Company to pay certain expenses relating 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 with certain Board observer rights until their appointment to the Board following the 2017 Annual Meeting. In addition, in connection with the Closing, SWUK entered into a closing condition letter agreement with Blackstone (the “Blackstone Side Letter”), pursuant to which SWUK confirmed that the resignation of Peter Wallace, 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 of May 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 the Facility 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 Facility Agreement, 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 as of May 8, 2017 (as amended from time to time, the “Security Agreement”, and together with the Facility Agreement, the “Facility Documentation”). Pursuant to the Facility Documentation, SWUK’s obligations under the Facility Agreement are secured by a pledge of the Common Stock owned by SWUK (the “Pledged Shares”) 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 Shares and 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 an investment 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 certain events. 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 a number of directors (the “Class B Directors”) such that, together with the Class A Director, such directors constitute a majority of the board of directors of SWUK. 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 “Put Option”) 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 value of the Pledged Shares falls below the specified security value ratio. In addition, upon the occurrence of certain events of default as defined in the Investment Agreement, 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 each case 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 and Fullgoal China Access RQFII Fund SPC (“Fullgoal”), dated as of May 8, 2017 (as amended from time to time, the “Subscription Agreement”). Under the terms of 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 the Subscription Agreement until May 3, 2019 at an annual interest rate of 15%. Upon the occurrence of certain events of default as defined in the Subscription Agreement, Fullgoal will be entitled to exercise certain remedies, including the right to accelerate payment of the loan made pursuant to the Subscription Agreement, 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 of common 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 Side Letter, Facility Agreement, Security Agreement, Investment Agreement, and Subscription Agreement contained in this Item 6 are not intended to be complete and are 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 of PAVI, 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 Schedule 13D and any amendment or amendments thereto, a copy of which is attached here as an exhibit and incorporated herein by reference.

Exhibit 24.1: Power of Attorney (filed herewith).

Exhibit 24.2: Power of Attorney (filed herewith).

Exhibit 24.3: Power of Attorney (filed herewith).

Exhibit 24.4: 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., 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., 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 Zhonghong Zhuoye 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 (filed herewith).

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 Eminent Opportunity 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 (filed herewith).

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, and Fullgoal 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.

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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.

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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 of the People’s Republic of China 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 (hereinafter referred 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

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 thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Individual Owner and the Company with 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 all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for Individual Owner and/or the Company 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 upon Individual Owner and the Company without attestation and without affixation of the seal of Individual Owner or the Company. The Power of Attorney conferred hereby 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

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 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 (hereinafter referred 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

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 thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities 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 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 upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby 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, 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

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 (hereinafter referred 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

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 thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities 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 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 upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby 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, 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

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 (hereinafter referred 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

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 thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities 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 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 upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby 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, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.

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 a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of SeaWorld Entertainment, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of May, 2017.

SUN WISE (UK) CO., LTD

SUN WISE ORIENTED (HK) CO., LIMITED

TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED

ZHONGHONG ZHUOYE GROUP CO., LTD

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

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Index of Terms

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STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 24, 2017 among the entities listed on Exhibit A (each a “Seller”, and collectively, the “Sellers”) and Sun Wise (UK) Co., Ltd (“Buyer”). The Sellers and Buyer are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).

RECITALS

WHEREAS, the Sellers own shares of common stock of SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), par value $0.01 per share (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 respect to 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 “Escrow Agreement”) with Citibank, N.A. as the escrow agent (the “Escrow Agent”) and Buyer has deposited $50,000,000 (such amount, together with all accrued interest 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 Stockholders Agreement”) 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 agree as follows:

ARTICLE I

DEFINITIONS

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 authorized or 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 and the 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 review period under Exon-Florio Amendment shall have expired and the Parties shall have received notice from CFIUS that such review has been concluded and that either the transactions contemplated hereby do not constitute a “covered transaction” under the Exon-Florio Amendment or there are no unresolved national security concerns, and all action under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (b) an investigation shall have been commenced after such 30-day review period and CFIUS shall have determined to conclude all action under the Exon-Florio Amendment without sending a 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 all action under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (c) CFIUS shall have sent a report to the President of 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 any limitations 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) and the 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 and Entities List maintained by the United States Department of Commerce, (ii) the List of Specially Designated Nationals and Blocked Persons and the List of Sectoral Sanctions Identification maintained by the United States Department of Treasury, (iii) the Foreign Terrorist Organizations List and the Debarred Parties List maintained 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 the provisions 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 or administrative 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 actual knowledge 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 of any 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 of organization, 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, unincorporated organization, 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 without limitation, 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 a majority 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 this Agreement 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. The captions 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, Annexes and 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 terms used 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 the meaning 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 context requires, any masculine gender shall include the feminine and neuter genders; any feminine gender shall include the masculine and neuter genders; and any neuter gender shall include masculine and feminine genders. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to 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” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed 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 are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The symbol “$” refers to 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 subject or 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 an ambiguity 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 proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.

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ARTICLE II

THE 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 to Buyer, 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 transfer restrictions arising under applicable securities laws and any Liens created by Buyer) in exchange for payment to the Sellers (or their designees) pursuant to Section 2.02(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 be paid 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 to adjustment 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 80,000 shares of Common Stock (such amount, if any, the “Holdback Shares”) by delivering notice to Buyer specifying the amount of the Holdback Shares together with an 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 a notice, the Purchase Price shall be reduced by the Per Share Purchase Price multiplied by the number of Holdback Shares; provided further that, any such reduction resulting in Holdback Shares shall not impede or delay the consummation of the transactions contemplated by this Agreement. At the Closing, each Seller shall deliver 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 updated pursuant 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 duly executed 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 Simpson Thacher & 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 mutually agree, 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 be satisfied 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 extent permissible, 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 and the 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 “Wire Transfer 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 set forth 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 with Section 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 Escrow Agreement) 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 transfer of 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 or extraordinary 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 to the 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 reason of any reclassification, recapitalization, stock split, reverse stock split or combination, the Per Share Purchase Price and the amount of the Shares shall be appropriately adjusted.

Section 2.04 Withholding Rights. Buyer and its Affiliates and the Escrow Agent shall be entitled to deduct and withhold from the consideration payable hereunder 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 any amounts 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 may be necessary so that the amounts received by the Sellers, after such withholding or deduction (including any such withholding or deduction on such additional amounts), 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 be treated for all purposes of this Agreement as having been paid to the Sellers.

ARTICLE III

REPRESENTATIONS 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 the Applicable 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 properties and 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 of such 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 the transactions contemplated hereby are within the organizational powers of such Sellers and have been duly authorized by all necessary corporate (or other organizational) action on the part of each of the Sellers and all necessary approvals by any of the equityholders of the Sellers and their respective Affiliates necessary to authorize the execution, delivery and performance by Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby have been obtained. This Agreement has been duly executed and delivered by each of the Sellers and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding agreement of each of the Sellers, enforceable against each Seller in accordance with its terms (subject to applicable bankruptcy, 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 the Sellers 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 similar Applicable 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 of Buyer 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 Laws concerning 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 not reasonably 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 the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of any of the Sellers, (ii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have 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 described Section 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 of termination 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 is entitled 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 of any 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 be expected to, individually or in the aggregate, prevent or materially impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement.

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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 with this 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 created by 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, no Seller 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 the knowledge of the Sellers, threatened against, or any order, judgment, ruling or decree imposed upon, the Sellers or any of their respective Affiliates before (or, in the case of threatened actions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation of the 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 to any fee or commission in connection with the transactions contemplated by this Agreement for which Buyer or its Affiliates would be responsible.

ARTICLE IV

REPRESENTATIONS 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 Applicable Laws 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 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 of Buyer to perform its material obligations under this Agreement. Sun Wise Oriented (HK) Co., Limited, a company incorporated under the laws of Hong Kong Special Administrative Region 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 company incorporated 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 the transactions contemplated hereby are within the organizational powers of Buyer and have been duly authorized by all necessary corporate or other organizational action 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 performance by 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 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:

(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 the identity 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 Applicable Laws 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 not reasonably 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 any other 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 transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Buyer, (ii) 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 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 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 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 of termination or cancellation, an acceleration 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 material agreement 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 such exceptions, 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 or delay 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 to any 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 Bank located 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 Purchase Price and all fees and expenses payable by Buyer in connection with the transactions contemplated by this Agreement. Buyer has provided to the Sellers and the Company 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 to consummate 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 the funds deposited therein, free and clear of any Liens or other restrictions on use or transfer thereof or withdrawal of funds therefrom, including with respect to currency 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 transactions contemplated 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 the knowledge 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 threatened actions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation of the Sale or the other transactions 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 to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company other than this 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 and risks 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 “qualified institutional 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 1933 Act. Buyer is acting as principal, and not as agent, in connection with the Sale and Applicable Laws concerning federal and state securities. Buyer understands that the Shares have not been registered under the 1933 Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered under the 1933 Act or Applicable Laws concerning foreign securities or pursuant to an applicable exemption therefrom and pursuant to Applicable Laws concerning state securities, as applicable.

Section 4.10 Anti-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 publicly available 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 Government List, 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 publicly available 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 derived from 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 V

COVENANTS 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 the Closing 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 be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Buyer to consummate the Sale or the other transactions contemplated 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 be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation 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 and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions 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 the HSR Act with respect to the transactions contemplated hereby within five Business Days hereof, including providing notice of such filing to the Company as required by the HSR Act, (ii) Buyer and the Sellers shall supply as promptly as reasonably practicable any additional information and documentary material that may 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 or termination of the applicable waiting periods under the HSR Act as soon as practicable; 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.

(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 Buyer shall 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 a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, including by (A) defending against all 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 the consummation or the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (B) seeking to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (C) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and (ii) keep the other Party informed in all material respects and on a reasonably timely basis of (x) any substantive communications received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, CFIUS or any other Governmental Authority and of any substantive communications received or given in connection with any 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 this Agreement. Subject to Applicable Law relating to the exchange of information, each of Buyer and the Sellers shall have the reasonable opportunity to review in advance, 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 transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with any request, 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 a Governmental Authority relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding. 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 such materials 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 such objections, 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 mutually agree 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 any other 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 the transaction contemplated by this Agreement (the “CFIUS Notice”). Each of Buyer and the Sellers shall use its reasonable best efforts to provide any requested supplemental information and other related information pursuant to the Exon-Florio Amendment, and submit a final CFIUS Notice and other related information pursuant to the Exon-Florio Amendment as promptly as reasonably practicable after receiving any comments to the draft CFIUS Notice during the pre-notice consultation 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 or information that may be required or requested by CFIUS relating to such Party or its Affiliates or its or their structure, ownership, businesses, operations, regulatory and 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 such request.

(f) For the purposes of this Section 5.02, “reasonable best efforts” shall be deemed to include, subject to the proviso below, complying with any requirements 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, for the 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 any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect on the business of the 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”); provided that any arrangements, conditions or restrictions relating to Buyer’s physical or other access to (x) the Company’s information technology systems or servers or (y) personal identifier, financial or other data pertaining to individual theme park guests, shall not contribute to or constitute, individually or in 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 take the 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 respective Representatives shall meet and confer in good faith in order to (x) exchange and review their respective views and positions as to such Burdensome Condition and (y) discuss and present to, and engage with, the applicable Governmental Authority regarding any potential approaches or workarounds that 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 its Affiliates 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 its Affiliates 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 reasonably agreed 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 obtain the other Parties’ or Party’s prior written consent before such Party or Parties issue(s) a press release concerning this Agreement and the transactions contemplated hereby; 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. In connection with the transactions contemplated by this Agreement, Buyer, on one hand, and the Sellers, on the other hand, may exchange certain Confidential Information (the Party disclosing such Confidential Information shall be referred to herein as the “Disclosing Party” and the Party receiving such Confidential Information shall be referred to herein as the “Receiving Party”). Each Receiving Party shall, and shall instruct its respective Affiliates and Representatives to, maintain in confidence and not disclose the Disclosing Party’s Confidential Information to any Person other than its Representatives who have 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 of this 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 securities exchange, 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 the submissions contemplated by Section 5.02, or (iii) any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable Law, as advised by outside legal counsel, in which case the Receiving Party shall promptly notify, to the extent legally permissible, the Disclosing Party so that the Disclosing Party may take reasonable steps to contest such requirement or to protect the Disclosing Party’s rights prior to disclosure, and the Receiving Party shall cooperate in a reasonable manner with the Disclosing Party in obtaining any such remedy. 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 legally permissible), at the Receiving Party’s option, all Confidential Information (other than this Agreement). Notwithstanding the foregoing sentence of this Section 5.04(b), the Receiving Party and its Representatives shall each have the right to retain the Confidential Information to the extent required by applicable legal, professional or regulatory obligation, including any bona fide internal policies and procedures implemented in connection therewith, and the Receiving 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 retain any such Confidential Information, such Confidential Information shall continue to remain confidential pursuant to the terms of this Section 5.04 as if such Section 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 Agreement pursuant to Section 7.01.

(d) For purposes of this Agreement, “Confidential Information” shall mean oral and written proprietary or confidential information concerning any Person; provided, that “Confidential Information” shall not include any information that any Receiving Party can demonstrate: (i) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or its Representatives in violation 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 than the Disclosing Party or its Representatives, provided that, to the Receiving Party’s or such Representative’s knowledge, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to the Disclosing Party, (iii) is already in the Receiving 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 independently developed or acquired by the Receiving Party or any of its Representatives without reference to, or use of, any Confidential Information and without otherwise 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”) as attorney-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 the Sellers’ 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 the retiring 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 by the Sellers’ Representative without any liability to, or obligation to inquire of, any Seller, and (ii) each Seller shall be jointly and severally liable to each member 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 the beneficial owner of shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of the then-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 would customarily 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 shares beneficially 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 Stock which, together with any other shares beneficially owned by the Third Party (defined below), constitute a majority of the then-outstanding shares 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 “Third Party”) 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 such Acquisition Proposal, or at any time thereafter), and (2) following which Acquisition Proposal, the Company, the board of directors of the Company, or a committee of the board of directors of the Company, engages, participates, or becomes involved in any substantive discussions or 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 of interest, offer or proposal (whether binding or non-binding) by or on behalf of Buyer (or any group) to acquire shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of the then outstanding shares of the Common Stock, or to engage 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, and the 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) of the 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, arrangement or 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 under the 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 requisite approval of the holders of the Common Stock to a merger agreement or other business combination that provides for the acquisition of such shares of Common 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 Buyer Bank Account or the funds deposited therein or other restrictions on use or transfer thereof or withdrawal of funds therefrom, or otherwise take any action with respect to the Buyer Bank Account, in each case, that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated 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 not cause 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 than Buyer 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 the activities 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 actions by 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 VI

CONDITIONS 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 the satisfaction (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 or prohibition 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, if permissible 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 the Closing, (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 de minimis 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 the Sellers contained in this Agreement or in any certificate or other writing delivered by the Sellers pursuant hereto (disregarding all materiality qualifications 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 and warranties 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 such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of the Sellers to consummate the Sale and the other transactions contemplated hereby and (iii) Buyer shall have received a certificate signed by the general partner or an authorized 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 the Closing, from each member of the board of directors of the Company nominated by the Blackstone Group or any Blackstone Entity (as such terms are defined in that certain Stockholders Agreement, dated April 24, 2013, by and among the Company and the other parties thereto (the “Blackstone Agreement”)), 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 and warranties 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 such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of Buyer to consummate the Sale and the other transactions contemplated hereby; and (iii) the Sellers shall have received a certificate signed by an executive officer of Buyer 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 in Article 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 Agreement and to consummate the Sale and the other transactions contemplated by this Agreement.

ARTICLE VII

TERMINATION

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 “End Date”); 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 other conditions to the Closing set forth in Article VI shall have been satisfied or, if permissible under Applicable Law, waived by the Party entitled to waive 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 or prior 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 Agreement pursuant 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 in the 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, that the 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 any provision 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 block the transactions contemplated by this Agreement; provided, that the right to terminate this Agreement pursuant to this Section 7.01(b)(iii) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement results in such action by the President of the United States 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 part of 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 be satisfied, 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 written notice 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 not have 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 its obligations 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 Agreement shall 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 of being 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, if the 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 to terminate 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 their obligations 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 the Closing) have been satisfied or waived (subject to Section 6.04), (B) the Sellers have delivered to Buyer an irrevocable written notice confirming that all 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 Days following 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 effect and without liability of any member of the Buyer Group or Seller Group (any of their respective Representatives (including as “Representatives”, with respect to Buyer 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 arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), in each 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 any laws 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 and Article 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 or released 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’ Representative and Buyer shall take all actions necessary, required or advisable (including the Sellers’ Representative executing and delivering a Sellers Release Notice (as defined in 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 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 are to 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) this Agreement 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 of an 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 Release Notice 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 to be 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 are to 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 Governmental Authority in the PRC preventing the consummation of the Sale) and (B) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 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 there shall 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’ Representative and Buyer shall take all actions necessary, required or advisable (including executing any joint instructions required pursuant to the Escrow Agreement) to cause the 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 circumstances described 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 the circumstances 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 the circumstances 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 the Sellers 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 the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either Buyer or the 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 a judgment 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 it otherwise 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 and exclusive

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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 laws or 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) the former, 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 of the 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 for monetary damages of any kind or nature or arising in any circumstance in connection with 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(e), and in no event shall (X) the Sellers or the Company, (Y) the former, 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 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 or limited partners, stockholders, assignees of any of the foregoing (clauses (X) – (Z), collectively, the “Seller Group”) seek, or permit to be sought, on behalf of any 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 other transactions 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 or otherwise), 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 to Buyer 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 to Section 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 resulting from 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 or otherwise 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 any loss 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 the Sale or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise). None of the Sellers 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 connection with 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), and in 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 damages from 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 from the 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 the Closing 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 the Sellers’ breach of the representations and warranties set forth in Section 3.05 in an aggregate amount not to exceed the Purchase Price.

ARTICLE VIII

MISCELLANEOUS

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 and other 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 accordance with the requirements of this Section 8.01.

if to Buyer, to:

c/o Zhonghong Zhuoye Group Co., Ltd.

Building No. 8, Eastern International, No. 1

Ciyunsi, Chaoyang District

Beijing, People’s Republic of China 1000

Facsimile:   (0086) 010-85356993

E-mail:        yuting_zh2015@163.com

Attention:    Yu Ting

with a copy to:

Paul Hastings LLP

515 South Flower Street, Floor 25

Los Angeles, CA 90071

Facsimile:  (213) 996-3254

E-mail:       RobertMiller@paulhastings.com

Attention:   Robert A. Miller, Jr.

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if to the Sellers, to:

SW Delaware L.P.

c/o The Blackstone Group

345 Park Avenue

New York, NY 10154

Facsimile:     (646) 253-8712

Email:           wallace@blackstone.com

Attention:     Peter F. Wallace

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile:     (212) 455-2502

Email:           wneely@stblaw.com

                       bstadler@stblaw.com

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 such notices, 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 Day in 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 the place 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 the applicable statute of limitations, the representations, warranties, covenants and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Closing (except for any covenant or agreement of the Parties that by its express terms contemplates performance after the Closing) 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 or equitable 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 each Party 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 the performance 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 contained herein 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 exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof 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 or remedies 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 the other 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 fees associated 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 permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties 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 total number of Shares remains the same; provided, that, (i) any such assignment or designation shall not impede or delay the consummation of the transactions contemplated by this Agreement, (ii) the representations and warranties set forth in Article III shall be true and correct with respect to such assignee or designee and (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 to any 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 or causes 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 warranty made 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 of the 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 or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Delaware Chancery Court and any state appellate court 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 other Delaware state court), and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any 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 of the 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 an inconvenient 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 on such Party.

Section 8.08 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED 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 same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart 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 shall have 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 Agreement. This Agreement and the Escrow Agreement (and all exhibits and schedules hereto and thereto) constitute the entire agreement 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 full force 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 not affected in any manner materially adverse to any Party. Upon such a determination that any term or other provision is invalid, illegal, void or unenforceable, the Parties 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 by Applicable Law and in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 8.12 Specific Performance; Remedies. The Parties agree that (i) irreparable damage for which monetary damages, even if available, would not be an 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 required of 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 specific enforcement 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 this Agreement. The Parties acknowledge and agree that Buyer shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by the Sellers and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy, subject to Section 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 other equitable 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 at law or equity. If Buyer seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, 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 not be 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 other equitable 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 first sentence 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 English language execution version shall govern in all respects and prevail over any translation of the same, including for the purposes of enforcing this Agreement in any court 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 the results of its own independent investigation and the representations and warranties expressly set forth in Article III. None of the Sellers, the Company or any of their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to the 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 such information described in this Section 8.14(a), the “Seller Provided Information”), notwithstanding the delivery or disclosure to Buyer or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Sellers, the Company or any of their respective 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 cash flows (or any component thereof) or future financial condition (or any component 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 any of 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 in Article 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 their respective 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 Seller Provided Information or statements (or any omissions therefrom) provided or made available by the Sellers or its Affiliates and Representatives to Buyer or its Affiliates 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 relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article IV. None of Buyer or any other Person 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 or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Sellers or any of their Affiliates or Representatives (any information described in this Section 8.14(b), the “Buyer Provided Information”), 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 cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or its Affiliates or the future business, operations or affairs of Buyer or its Affiliates heretofore or hereafter delivered to or made available to the Sellers Parties or their Representatives 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 in Article IV or any breach of any covenant or other agreement of Buyer contained herein, none of Buyer, its Affiliates or any of their respective Affiliates or Representatives shall have any liability to 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, 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 Buyer Provided Information or statements (or any omissions therefrom) provided or made available by Buyer or its Affiliates and Representatives to the Sellers or their Affiliates and Representatives in connection with the transactions 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 set forth on the cover page of this Agreement.

EXHIBIT

Exhibit A

Exhibit 99.3

SEAWORLD ENTERTAINMENT, INC.

STOCKHOLDERS AGREEMENT

Dated as of March 24, 2017

TABLE OF CONTENTS

Page

i

ii

STOCKHOLDERS AGREEMENT

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

BACKGROUND:

WHEREAS, ZHG and Blackstone (as defined below), as of the date hereof, have entered into the Stock Purchase Agreement (as defined below), pursuant to which, 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 the date 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 entering into a Park Exclusivity and Concept Design Agreement, and Sea Holdings I, LLC and ZHG Holding are entering into a Center Concept & Preliminary Design Support 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 certain understandings 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 (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable 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 capital letters:

“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 to file 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 of five 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 of merger, share exchange, consolidation, business combination or other similar transaction) or purchase from the Company or any of its Subsidiaries that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (b) any tender offer, exchange offer or other secondary acquisition that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (c) any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of 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, only if 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 the Company 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 whether communicated 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 in accordance with the terms hereof.

“Beneficially Own” (including its correlative meanings, “Beneficial Owner” and “Beneficial Ownership”) has the meaning set forth in Rule 13d-3 promulgated 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 convertible or 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., SW Delaware 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 or Beijing, 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 Stock Acquisition, 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 be extended 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 which such 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 cause the 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 be modified from time to time by the Nominating and Corporate Governance Committee), which the Company will require each Director that is not an employee of the 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 Voting Securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or Voting Securities of (or other ownership 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 or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or 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 be amended from time to time.

“Governmental Authority” means any nation, government, or supra-national body of competent jurisdiction, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and, other than with respect to 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.

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

“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 or appointment 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, any of 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 of the Exchange and any guidelines adopted by the Board or the Nominating and Corporate Governance Committee that are applicable to all Directors, as determined in 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 the foregoing 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 such date 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 of such 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 of Common 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, or consultants 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 as consideration 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 of stock or otherwise; (iii) issued upon conversion or exercise of convertible securities, options, warrants or other similar securities; (iv) distributed or set aside ratably to 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 equipment or real property loan or leasing arrangement.

“Nominating and Corporate Governance Committee” means the nominating and corporate governance committee of the Board, or another committee performing 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 other ZHG Party disproportionately as compared to other stockholders of the Company, or (b) any issuance of Common Stock representing twenty percent (20%) or more 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 a third 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 definitive agreement 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, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental 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 other entertainment 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 Company acting 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 from time to time.

“Specified Acquisition” means an Acquisition pursuant to a definitive agreement entered into, within the two (2) year period following the Closing Date in which 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 per share 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 the execution 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 the Company’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 to occur of (i) the twelve (12) month anniversary of the termination of discussions regarding the Acquisition Proposal described in such Acquisition Notice and any Related Acquisition Proposal, and (ii) the public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and any Person 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 combination or other similar transaction) by the Company of any entity or assets pursuant to which the Company issues shares of Common Stock or securities that are convertible 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) if a 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 of directors, 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 that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the total voting power of stock (or equivalent ownership interest) of such limited liability company, partnership, association or other business entity is at the time owned 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 or Persons shall be deemed to own, control or have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or member, or general partner, of such limited liability company, partnership, association or other business entity.

“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 have ownership of a share of Common Stock, for purposes of calculating Total Share Ownership, if such Person has Beneficial Ownership of such share of Common Stock 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 does not 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 of Law, 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 to purchase, 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 which reasonably 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 any short 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 a short 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” shall have 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 Voting Securities 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 a tender 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 than any 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 agreement substantially 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 ZHG Entities, not to, directly or indirectly, (i) make any Acquisition Proposal within the Standstill Commitment Period, or (ii) request any waiver of the restriction set forth 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 the Acquisition 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 of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, (c) the words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement 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 when used in this Agreement mean “including, without limitation,” unless otherwise specified, (e) the word “extent” in the phrase “to the extent” means the degree to which 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 unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, 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 this Agreement, 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 question ends on the next succeeding Business Day.

ARTICLE II

CORPORATE GOVERNANCE MATTERS

2.1 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) to designate, 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 the proviso 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 this Section 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 the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to 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 of Common 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 any material 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 either of 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 ZHG Designee 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 designate pursuant 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 the Designee 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 any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company 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 the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator 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 individual nominated 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 its reasonable 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 and the 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 possible following 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 to replace 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 of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Mr. Maruyama shall be appointed to the class of Directors up for election 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 the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its 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 purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, 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 for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the 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 to increase 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 extent that an Independent ZHG Designee elects to serve on such committee and subject to such Independent ZHG Designee meeting the applicable eligibility requirements for membership on such committee mandated by applicable Law, the rules of the Exchange or the charter of such committee), as a full member with the same voting and other privileges as other members of such committee. The committee(s) on which any Independent ZHG Designee serves shall be determined by 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 any ZHG Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the certificate of incorporation, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that adversely and disparately 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 the Exchange).

(c) Each ZHG Designee may attend, upon the request of such ZHG Designee and on a non-voting basis, any meetings of the Regulatory & Governmental Affairs Committee, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee or other standing committee of the Board that may 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 the applicable 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 to serve 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 (unless otherwise 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 for purposes 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 the reading, comprehension and analysis of English language materials (including financial materials) furnished in advance of and in connection with meetings of the Board (and committees thereof) and the ability to participate on a conversant basis in the English language meetings of the Board (and committees thereof) and the topics covered therein, including financial discussions, each as determined by the Nominating and Corporate Governance Committee acting in 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 Designee shall 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 be willing to be interviewed by the Nominating and Corporate Governance Committee on the same basis as any other new candidate for appointment or election to the Board and must be reasonably satisfactory to the Nominating and Corporate Governance Committee acting in good faith. ZHG, in its capacity as a stockholder of the Company on behalf of itself and other ZHG Entities, and each ZHG Designee, shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be or customarily provided by directors, candidates for director, and their Affiliates and representatives for inclusion in a proxy statement or other filing required by applicable 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 to the 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 received by 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 Day period 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) scheduled to 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 the Company, and (ii) any Acquisition Proposal previously made by a ZHG Entity has been withdrawn, then each Affiliated ZHG Designee shall be entitled, after but not 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 such Acquisition Proposal and any other Acquisition Proposal solicited by or on behalf of the Board in connection with the consideration of such Acquisition Proposal or made by a third party in response to such Acquisition Proposal (collectively, the “Related Acquisition Proposals”). If a ZHG Standstill Commitment is not delivered to the Company within such ten (10) Business Day period, no Affiliated ZHG Designee shall be entitled to participate in any discussions, consideration or voting by the Board regarding, and no Affiliated ZHG Designee shall be entitled to receive any materials provided to the Board relating to, any such Acquisition Proposal 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, consideration or 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 faith determination 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 be entitled to receive any Board materials relating to, any Acquisition Proposal, except when such attendance or receipt of materials would present an actual or potential conflict of interest for such Independent ZHG Designee in the good faith determination of the Board (other than the Affiliated ZHG Designees and such Independent 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 Standstill Commitment 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 Entity has 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 (other than 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 number of 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 material respect 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 and Corporate Governance Committee, the ZHG Designator shall cause, to the fullest extent permitted by applicable Law, that certain number of ZHG Designees to promptly 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 the Board 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 Entity breaches 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 to cure, such that there are no ZHG Designees serving on the Board; provided, however, that notwithstanding Section 2.1 and the foregoing provisions of this Section 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 purchase New 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 total number of shares of Common Stock outstanding, to decline below a requisite percentage of the total number of shares of Common Stock outstanding such that the ZHG 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, as applicable, 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 ZHG Designees, 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 to remove 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 purchases of 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 percentage of the total number of shares of Common Stock outstanding, exceeds the applicable percentage of the total number of shares of Common Stock outstanding, such that 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, or their 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 or her 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 be entitled 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 of itself, 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 of stockholders 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 each Person 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 and Corporate Governance Committee or (ii) in the same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated by this 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 this Section 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 Acquisition or a ZHG Acquisition) that has been approved and recommended (and such recommendation has not been withdrawn) by the Board (and any other related matter the 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 to such 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 same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including by written consent) for or against, or abstain with respect to, such Acquisition (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 broker non-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 free to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities Beneficially Owned 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 (including by written consent) of all Voting Securities Beneficially Owned by ZHG Entities at any meeting of stockholders of the Company at which a Specified Acquisition or 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 the Company 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 Beneficially Owned 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 a matter 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 written consent 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 written consent) all Voting Securities Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the same proportion as the Voting Securities not Beneficially 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 be free to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities Beneficially 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 in person 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”), if such 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 a joinder 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 such committee (A) recommends that the Company’s stockholders tender in response to a tender or exchange offer that, if consummated, would constitute an Acquisition, or (B) does not recommend that the Company’s stockholders reject any such tender or exchange offer within the ten (10) Business Day period specified 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 or debt transaction or enforcement thereunder; provided, that (A) such financial institution either shall not be Controlled by any Governmental Authority at the time of such Transfer or, if such financial institution is Controlled by a Governmental Authority at the time of such Transfer, such financial institution shall either (x) be included on The Banker’s most recently issued Top 1000 World Banks ranking or (y) have common equity securities listed on a globally recognized stock exchange, and (B) as a condition to such financial institution’s ability to take ownership of any shares of Common Stock in connection with enforcement under any such loan or debt transaction, such financial institution or its assignee (as applicable) shall agree to comply with the restrictions in this 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 to the 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 Stock to (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) with respect to any Transfer, other than a Permitted Transfer, that is an underwritten public offering or an underwritten block trade, such ZHG Party shall instruct the managing 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 the Beneficial 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 Person purchasing 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 Permitted Transfer, 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 (unless the 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 total number 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 total number 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 applicable Law, 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 such purported 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 any notice 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 directly on 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 the transfer 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 a legend 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 THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS.

THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF March 24, 2017, AMONG SEAWORLD ENTERTAINMENT, INC., SUN WISE (UK) CO., LTD AND, SOLELY FOR PURPOSES OF SECTION 4.3 THEREOF, ZHONGHONG ZHUOYE GROUP CO., LTD., AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE 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 in accordance 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 the legend (or notation) to be removed upon such Transfer if such restrictions would not be applicable following such Transfer, (ii) following receipt by the Company of 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 of Common Stock, the Company shall promptly cause the first paragraph of the legend (or notation) to be removed from any Common Stock to be Transferred in accordance 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 this paragraph in connection with any Transfer of Common Stock, the Company shall use reasonable efforts to cause such Common Stock to be registered in the name of 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 an offering 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 the issuance of such New Securities. The Issuance Notice shall set forth the material terms and conditions of the New Issuance, including (i) the proposed number of New 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 New Security (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, an estimate 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 through any 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 and conditions 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 Share Ownership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock immediately prior to such New Issuance, provided that for 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 this Section 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 other ZHG Parties or their Controlled Affiliates that are ZHG Permitted Transferees) without requiring approval of such issuance by the stockholders of the Company under 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 ZHG Parties 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 the Issuance Notice, which notice shall specify the number of New Securities requested to be purchased by ZHG. Delivery of such notice shall constitute a binding commitment of ZHG to purchase (either directly or through any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) the amount 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 of such 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 this Section 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 Transferees pursuant 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 all other 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 New Securities that ZHG (and any other ZHG Parties and any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) shall be entitled to purchase in connection 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 be deemed 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 sell the 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, the Company 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 Private Placement 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 are customarily required in connection with such an offering or are reasonably requested by the Company, including, without limitation, customary investment representations 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 to deliver 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 4.2 with 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 this Section 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 the Company 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 Affiliates not 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 or indirectly, 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 (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such Equity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of 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 Securities of 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, that no 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 Company pursuant 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 stock options, 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 is approved 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 SEC promulgated 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 voting of, 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 with others, 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 or removal 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 avoidance of 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 in connection 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 of the 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 by a 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 the restrictions 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 any ZHG 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 4.3 caused 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 ZHG Party 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 Board a non-public, confidential Acquisition Proposal so long as such ZHG Party does not know, and would not be reasonably expected to know, after consultation with outside legal counsel, that such actions would be reasonably likely to require ZHG, the Company or any other Person to make a public announcement regarding such Acquisition Proposal; or (ii) from and after a public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and 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 definitive agreement, notwithstanding any ZHG Standstill Commitment, making and submitting to the Company, the Board, and/or the Company’s stockholders, an alternative 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 Owned by 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 extent such 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 Controlled Affiliates that are ZHG Permitted Transferees), at any time and from time to time, purchase shares of Common Stock in open market transactions in an amount that, 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 equal to the lower of (i) twenty four and nine-tenths percent (24.9%) and (ii) the Adjusted Ownership Percentage (such lower percentage, the “Maximum Ownership Percentage”). The “Adjusted Ownership Percentage” shall initially be equal to twenty four and nine-tenths percent (24.9%) and, upon each Transfer of shares of 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 ZHG Entities, 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 causes such percentage to be less than twenty four and nine-tenths percent (24.9%), shall be reduced by a percentage (the “Reduction Percentage”) equal to the percentage of the total number of outstanding shares of Common Stock that such Transfer of shares of Common Stock constituted, but in no event shall a Reduction Percentage be greater than the difference between twenty four and nine-tenths percent (24.9%) and the aggregate Total Share Ownership of the ZHG Entities, 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 number of 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 total number 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 upon a 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 of business of the Company. The Company shall, and shall cause its Subsidiaries to, (i) afford the ZHG Parties and their respective agents access at all reasonable times 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 and their respective agents with the opportunity to consult with its officers from time to time as the ZHG Parties may reasonably request regarding the affairs, finances and accounts of the Company and its Subsidiaries, (iii) to the extent otherwise prepared by the Company, provide annual operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries and (iv) subject to applicable Law, provide any additional information regarding the affairs, finances and accounts of the Company and its Subsidiaries that is reasonably requested by the ZHG Parties from time to time (it being acknowledged that the Company may reasonably withhold information that constitutes a trade secret or other competitively sensitive intellectual property or is subject to attorney-client privilege). ZHG hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, ZHG and its Affiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto as Exhibit 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 cooperation that 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 Percentage Limit, 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 offer that has been approved and recommended (and such recommendation has not been withdrawn) by the Board, the ZHG Parties shall tender into such offer, prior to any 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 the Voting 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 ZHG Parties shall be made within twelve (12) hours of notification from any depositary for such tender or exchange offer of the percentage of Voting Securities Beneficially 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 not tender 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 and the Company. Thereafter, ZHG and the Company shall consult with each other before issuing any press release, or other public announcement with respect to this Agreement or the matters contemplated hereby and, except in respect of any such press release or other public announcement as may be required by applicable Law or 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 and their 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 their respective current or former directors or executive officers, and the Company shall not, shall cause its Affiliates not to, and shall cause its representatives and the representatives 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 of their 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 with applicable 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 in effect 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 to facilitate 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 any other meetings with representatives of the Company (including, without limitation, any interviews pursuant to Section 2.4(c)), whether in person, by telephone or otherwise, 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 the translator from any and all meetings of the Board (or any committee thereof) if the Nominating and Corporate Governance Committee determines, acting in good faith, 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 all requisite 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 and will 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 been obtained) 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 been duly 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 Company in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(d) The Board (or a duly authorized committee thereof) has taken all action necessary to approve the transactions contemplated by the Stock Purchase Agreement and any other action which may be necessary, in compliance with applicable Law, to render inapplicable to ZHG and, to the fullest extent permitted by Law, any other ZHG Party the restrictions on “business combinations” set forth in the Company Charter. No “business combination”, “moratorium,” “control share,” “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 and authority 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 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 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 authorized by 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 to bankruptcy, 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 representations and 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 or implied, in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated hereby and 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 on its behalf in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated hereby and 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 the aggregate 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 of this 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 by facsimile (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 following addresses (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 400

Orlando, FL 32819

USA

Attention: General Counsel

Fax:          +1 (407) 226-5039

with a copy (not constituting notice) to:

Latham & Watkins LLP

330 N. Wabash Ave., Suite 2800

Chicago, IL 60611

USA

Attention: Cathy A. Birkeland

                 Bradley C. Faris

Fax:          +1 (312) 993-9767

if to ZHG:

c/o Zhonghong Zhuoye Group Co., Ltd.

Building No. 8, Eastern International, No. 1

Ciyunsi, Chaoyang District

Beijing, Peoples Republic of China 100025

Attention: Yu Ting

Fax:          +(0086) 010-85356993

with a copy (not constituting notice) to:

Paul Hastings LLP

515 South Flower Street, 25^th Floor

Los Angeles, CA 90071

Attention: 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 any right, 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 or privilege 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 or privilege 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 be effective 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 and any 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 permitted assigns, 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 any other 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. This Agreement may not be assigned, except by any ZHG Party to any ZHG Permitted Transferee that has executed a joinder agreement substantially in the form attached 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 any third 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 principles of 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 or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction 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 of Delaware (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 any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial 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 by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST 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 parties hereto 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 other remedy 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 the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof other than those expressly set forth herein or in the Confidentiality Agreement or any such Director Confidentiality Agreement. This Agreement, the Confidentiality Agreement and any such Director Confidentiality Agreement supersede all other prior agreements and 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 information disclosed 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 in the Confidentiality Agreement or Director Confidentiality Agreement, and (b) that certain confidentiality agreement, dated October 27, 2016, by and between the Company and ZHG Group with respect to information disclosed thereunder prior to the date hereof, but only to the extent such information is not otherwise subject to the confidentiality and non-use restrictions set forth in the Confidentiality Agreement or Director Confidentiality Agreement (it being understood that, in each case, such letter agreement and confidentiality agreement shall remain in full force and effect in accordance with their respective terms with respect to the confidentiality 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 held to 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 and enforceable 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 and enforceable 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 be affected thereby.

6.12 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience 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 an original, 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 action by 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.

[Signature Page to Stockholders Agreement]

Exhibit 99.4

REGISTRATION RIGHTS AGREEMENT

by and between

SEAWORLD ENTERTAINMENT, INC.

and

SUN WISE (UK) CO., LTD

Dated as of March 24, 2017

TABLE OF CONTENTS

i

ii

REGISTRATION RIGHTS AGREEMENT

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

RECITALS

WHEREAS, Purchaser and Blackstone Capital Partners V L.P. and certain of its affiliates (collectively, “Blackstone”) have, as of the date hereof, entered into the Stock Purchase Agreement (as defined below), pursuant to which, among other things, Purchaser has agreed to purchase from Blackstone, and Blackstone has 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 Purchase Agreement;

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 defined below);

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

WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, the Company and Purchaser wish to define certain registration 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 valuable consideration, 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 this Agreement:

“Affiliate” means as to any specified Person, any other Person directly or indirectly controlling or controlled by or under common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of 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 or regulations 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 Purchase Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, 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 the Stockholder 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, a trust, 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 the Securities 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 or any 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 in accordance with Section 4.2 of the Stockholders Agreement, and any securities into which the Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company and any equity securities of the Company 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 by a Stockholder (whether now held or hereafter acquired, and including any such securities received by a Stockholder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other securities held by such Stockholder). As to any Registrable Securities, such securities will cease to be Registrable Securities when: (i) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement; (ii) such Registrable Securities shall have been sold pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act; (iii) such Registrable Securities may be sold pursuant to Rule 144 (or any similar provision then in effect) without limitation thereunder on volume or manner of sale; (iv) such Registrable Securities cease to be outstanding, or (v) such Registrable Securities have been sold in a private 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 similar rule 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 Commission thereunder, 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 Agreement and 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 Securities Act 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 Demand Registration 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 time of 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 the Stockholder; and (ii) the Stockholder shall, at the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell 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 under the 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 after the 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 to cause, 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 the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell the Common Stock to be registered pursuant to 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 under the Stockholders Agreement to sell such Stockholder’s Registrable Securities and the Company is eligible to use Form S-3 or similar short-form registration statement, 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-known seasoned 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, if requested by the Stockholder requesting the registration), to register the resale of all or part of the Stockholder’s Registrable Securities, pursuant to Securities Act Rule 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 “Shelf Registration Statement” and, together with the Long-Form Demand Registration Statement and the Short-Form Demand Registration Statement, the “Demand Registration Statements”). A registration requested pursuant to this Section 2.3(a), including a shelf takedown from a Shelf Registration Statement, is referred to herein as a “Shelf Demand Registration” (and, together with the Long-Form Demand Registration and the Short-Form Demand Registration, the “Demand Registrations”).

(b) The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration Statement effective, from the date such Shelf Registration 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 Shelf Registration 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, an underwritten 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 not count as a Demand Registration until the Demand Registration Statement has become effective and, with respect to an underwritten shelf takedown, the prospectus supplement 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 to three (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 Stockholder will pay, in connection with such additional Demand Registrations, (i) all Registration Expenses; (ii) any underwriting discounts, commissions, transfer taxes and underwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to the Registrable Securities; and (iii) the expenses and fees for listing the securities to be registered on each securities exchange. A registration will not count as a Demand Registration until the registration statement has become 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 Demand Registration 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 in writing that, in their opinion, the inclusion of the number of Registrable Securities and other securities to be included in such underwritten offering creates a substantial 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 not Registrable 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 a Demand 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 Registrable Securities 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 in such 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) a previous Demand Registration Statement; or (ii) a previous Piggyback Registration Statement under which the Stockholder requesting the Demand Registration had piggyback rights pursuant to Section 3.1 below wherein the Stockholder was permitted to register and sold at least 50% of the Registrable Securities included in such 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 the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect 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, a date 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) the filing 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 the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company 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 business financial 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 periods during 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 2.6 or 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 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 managing 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) to register 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 the Stockholders in this Agreement or grant any additional registration rights to any person or with respect to any securities that are not Registrable Securities that adversely 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 the registration form to be used may be used for the registration of the resale of Registrable Securities (each, a “Piggyback Registration”) (except for the registrations on 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) days prior 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 in such 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 has received 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 Statement at 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 the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included in the registration creates a 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 of the Company will be reduced, then the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include: (i) first, any securities that the Company proposes to sell; (ii) second, any Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the 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 such registration 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’s securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates 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 Common Stock requested to be included therein by the Person requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such Registrable Securities on the 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 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 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 managing underwriter. 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 managing underwriter (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 the Piggyback 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 the Company 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 to purchase, 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) any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or with respect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offering in 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 the ninety (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 of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the 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 securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company 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 any successor 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 Piggyback 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 the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, or (ii) an offering or sale pursuant to such prospectus 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.

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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, a date 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) the filing 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 the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company 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 business financial 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 periods during 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 or Section 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 not previously sold thereunder agrees that upon its receipt of a written certification from the Company notifying the Stockholder of such suspension, it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such Stockholder has received copies of the supplemented 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 be resumed 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 best efforts to effect the registration of Registrable Securities, or whenever the holders of Registrable Securities have requested that the resale of any Registrable Securities 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 the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel 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 and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a 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 Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with 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 comply in 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 untrue statement 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, each amendment 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 such seller;

(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholders or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is 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 to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business 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 such jurisdiction, 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 become effective 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 be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement 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 supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement 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 similar securities 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 registration statement;

(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders 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 such Registrable Securities;

(k) use commercially reasonable efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing 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 such manner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, 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 are furnished 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 the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose 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 in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or 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 with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant 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’s performance of or compliance with this Agreement, including: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; fees and expenses incurred in connection with FINRA and rating agencies; costs and expenses related to analyst and investor presentations and “roadshows”; printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; fees and disbursements of the Company’s registered public accounting firm (including with respect to “comfort letters”); all reasonable fees and disbursements of one counsel for all Stockholders in connection with the registration; reasonable fees and disbursements of all other Persons retained by the Company; and any other fees and disbursements customarily paid by issuers of securities (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and the Stockholder, underwriting discounts, commissions, transfer taxes and underwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to the Registrable Securities will be borne by the Stockholder. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries and expenses 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 the Company and the expenses and fees for listing the securities to be registered on each securities exchange. Notwithstanding the foregoing, if a request for Demand Registration 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 the request of the Stockholder, the Stockholder shall forfeit such Demand Registration unless the Stockholder pays (or reimburses the Company) for all reasonable and documented 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, the Stockholder 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 Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses) or actions or proceedings in respect thereof (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 contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not 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 regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document 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 for use 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 the Stockholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to 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, as and 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 is participating, each such holder will furnish to the Company in writing such information relating to such holder as requested by the Company and is reasonably necessary 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 its directors, 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 preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission 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 statement or omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however, that the obligation to indemnify will be several, not joint and several, among such holders of Registrable 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 holder from the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’s intentionally fraudulent conduct.

Section 7.3 Procedure. Each party entitled to indemnification under this Article VII (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall 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 such expenses, (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 by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however, that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not make any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any 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 the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, 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 or enter 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 from all 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 force and 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 and will 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 the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying 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 Indemnified Parties, on the other hand, in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any 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 made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity 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 and expenses 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 by such party in connection with any investigation or proceeding. Notwithstanding this Article VIII, an indemnifying Stockholder shall not be required to contribute any 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 damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionally fraudulent 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 this Article 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 in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to 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 the Exchange Act, the Company shall take such measures and file such information, documents and reports as shall be required by the Commission as a condition to the 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 such Person (i) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents 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 provision or 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. Any amendment, modification, supplement or restatement or waiver effected in accordance with this paragraph shall be binding upon the Stockholders and the Company 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 of the Company and Purchaser; provided, however, that any Stockholder may assign its rights and obligations under this Agreement in whole or in part to a Permitted Transferee to which Registrable Securities are transferred pursuant to, and subject to the conditions set forth in, the Stockholders Agreement, provided that such assignee 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 otherwise provided 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 part of 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 class mail (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 400

Orlando, Florida 32819

Facsimile No.: (407) 226-5039

Attention: General Counsel

With a copy to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Facsimile No.: (312) 993-9767

Attention: Cathy A. Birkeland

         Bradley C. Faris

If to the Purchaser:

c/o Zhonghong Zhuoye Group Co., Ltd.

Building No. 8, Eastern International, No. 1

Ciyunsi, Chaoyang District

Beijing, People’s Republic of China 100025

Attention: Yu Ting

Fax: (0086) 010-85356993

with a copy (not constituting notice) to:

Paul Hastings LLP

515 South Flower Street, 25th Floor

Los Angeles, CA 90071

Attention: 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 or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery 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 manner provided 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, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HEREBY 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 APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (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) FOR ALL PURPOSES HEREUNDER INCLUDING BUT NOT LIMITED TO THE IN PERSONAM AND SUBJECT MATTER JURISDICTION OF THOSE COURTS, WAIVES ANY OBJECTIONS TO SUCH JURISDICTION ON THE GROUNDS OF VENUE OR FORUM NON CONVENIENS, THE ABSENCE OF IN PERSONAM OR SUBJECT MATTER JURISDICTION AND ANY SIMILAR GROUNDS, CONSENTS TO SERVICE OF PROCESS BY MAIL (IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT) OR ANY OTHER MANNER PERMITTED BY LAW, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREE THAT ANY SUCH LEGAL PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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 reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall 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 or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise 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 action for 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 in equity, 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 take such 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 the event 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 all of 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) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance 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 the parties 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 with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the 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, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.13 Effectiveness. This Agreement shall become effective automatically on the Effective Date, without further action by any party. Until the Effective 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 construed to 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 this Agreement 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 claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out 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 of this Agreement shall be kept confidential by the Person to whom such information is provided, until such time as such information becomes public other than through 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 a source other than the Company or its representatives (which source was not to such party’s knowledge prohibited from disclosing such information to such party by a 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 of the Company), and (C) is independently developed or acquired by such party without reference to, or use of, any material non-public information and without violating this Section 11.16 and (iii) to its representatives who have a need to know such information in connection with the transactions contemplated by this Agreement, 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.

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

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Exhibit 99.5

LETTER AGREEMENT

May 8, 2017

SeaWorld Entertainment, Inc. (the “Company”) hereby agrees that, during the period following the Closing and prior to the appointment of Yoshikazu Maruyama and Yongli Wang (the “ZHG Directors”) to the board of directors of the Company (the “Board”) (which shall occur immediately following the Company’s annual meeting of stockholders for 2017, pursuant to that certain Stockholders Agreement among the Company, Buyer, and Zhonghong Zhuoye Group Co., 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 set forth 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 become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Letter Agreement, the SHA (including, without limitation, the Company’s obligation under Section 2.1(d) of the SHA, to appoint (x) Mr. Maruyama to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2018 and (y) Mr. Wang to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2019) shall remain unmodified and in full force and effect.

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 of laws thereof.

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

Agreed and Accepted:

SUN WISE (UK) CO., LTD

Signature Page to Letter Agreement

EXHIBIT A

OBSERVER RIGHTS

Exhibit 99.6

CLOSING CONDITION LETTER AGREEMENT

May 8, 2017

Reference is hereby made to that certain Stock Purchase Agreement (the “SPA”), dated as of March 24, 2017, among the Sellers identified therein and Sun Wise (UK) Co., Ltd (“Buyer”). Capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the SPA. Buyer hereby confirms that 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 the Resignation executed by Peter Wallace will satisfy the Sellers’ obligations under Section 6.02(c) of the SPA, notwithstanding that the effective time of such Resignation 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 and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Closing Condition Letter Agreement, the SPA shall remain unmodified and in full force and effect.

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

Agreed and Accepted:

By: SW Cayman Limited, its general partner

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 defined herein 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 of stockholders for 2017.

[Signature page follows]

Exhibit 99.7

Execution Version

Dated 8 May 2017

Facility Agreement

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

between

SUN WISE (UK) CO., LTD

as Borrower

SUN WISE ORIENTED (HK) CO., LIMITED

as Offshore Guarantor

and

PA EMINENT OPPORTUNITY VI LIMITED

as Lender

Table of Contents

(i)

(ii)

This Agreement is made on 8 May 2017

Between:

It is agreed:

SECTION 1

INTERPRETATION

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:

“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:

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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 to occur.

“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 Holding Company.

“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. 13224 on Terrorist Financing: Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued 23 September 2001, as amended by Order 13268 or any similar law enacted in US, any member nation of the European Union, Hong Kong, the United Nations or 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 the relevant assignee.

“Authorisation” means:

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

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

3

“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 the Pledged 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, the operation 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 Trading Day, 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 such Disrupted Day (if any such price is published) and (b) the official closing price on the immediately preceding Scheduled Trading Day (including, on a compounding 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 this Agreement.

“Confidential Information” means all information relating to the Borrower, any other Obligor, the Group, the Transaction Documents, the Facility or the Acquisition 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 relation to, 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, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

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“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between 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 into pursuant to paragraph (d) of Clause 19.31 (Conditions Subsequent), and entered into by and among the Borrower as pledgor, the Security Agent and the Custodian, 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 as chargor 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 the Lender.

“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 grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“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 and designated as the Designated Securities Account from time to time by the Security Agent and the Borrower, for the purposes of depositing the Pledged Target 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 agreed that 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:

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“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 which relates 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 the operation 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 the relevant 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 is material (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 the Escrow Agreement.

“Escrow Agreement” means the escrow agreement dated 24 March 2017 among the Borrower as buyer, the Sellers’ Representative and Citibank N.A. as escrow 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) the ability 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 not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

6

“FATCA Application Date” means:

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 change in 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, could be 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 shall be the immediate preceding Business Day.

“Finance Documents” means:

7

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

8

“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 of Fullgoal 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, the Onshore 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 company incorporated in the Cayman Islands with limited liability with registration number 279462 and whose registered office address is at PO Box 1350, Clifton House, 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:

“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, without limitation, 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 Offshore Group) 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 as guarantor 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 with number 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, the Junior Investor, the Individual Obligor, the Onshore Parent Guarantor and the Borrower, as amended and supplemented from time to time pursuant to the terms thereto.

“Interest Payment Date” means each of the following:

provided that:

“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 other forms of intercompany advances.

“Joyful Wellness” means Joyful Wellness Limited , a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1924964 and whose registered office is at Newhaven Trustees (BVI) Limited of 3rd Floor, J & C Building, P.O. Box 933, Road Town, 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 the Borrower, 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 of Hong 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, the Borrower and/or any member of the Group to the Junior Investor in respect of the Junior Preferred Shares and the Junior Investment Documents, both actual and 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 be subscribed 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:

A

B

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 Shares Subscription 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 would have 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 Utilisation Date to (and including) the Make-Whole End Date, 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) 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 the Lender.

“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:

“Material Non-Public Information” means any information (including, without limitation, any information regarding any material adverse change or prospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Target) 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 be likely 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:

“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:

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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 PRC and/or (b) conducting any transactions with such borrower incorporated or registered outside of the PRC, where any guarantor or security provider in respect of 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:

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 the Onshore Parent Guarantor and the Lender.

“Onshore Parent Guarantor” means Zhonghong Zhuoye Group Co. Ltd. , a company incorporated under the laws of the PRC 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:

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“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 the Intercreditor Deed).

“PRC” means the People’s Republic of China, but (solely for the purpose of the Finance Documents) excluding Hong Kong, Macau and Taiwan.